To
The Members,
Prime Property Development Corporation Limited
Your Directors have pleasure in presenting the 31st Annual Report of your
Company along- with the Audited Statement of Accounts for the year ended March 31, 2023.
Particulars |
(Rs. In Thousand) |
(Rs. In Thousand) |
|
Standalone |
Consolidated |
|
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
| Business & Other Income |
37,492.83 |
(8,144.25) |
3,3011.65 |
(8,113.84) |
| Profit/ (Loss) before Interest, Depreciation & Tax |
12124.83 |
(4,0723.79) |
5,359.36 |
(42,551.53) |
| Less: |
|
|
|
|
| a. Interest |
1602.03 |
1,547.94 |
1,602.03 |
2,711.79 |
| b. Depreciation |
4042.63 |
3,247.83 |
4042.63 |
3,247.83 |
Profit/ (Loss) before tax |
6480.17 |
(45,519.56) |
(285.30) |
(48,511.15) |
| Less: Provision for Tax: |
|
|
|
|
| a. Current Year |
746.51 |
566.75 |
746.51 |
566.75 |
| b. Deferred Tax |
(62,922.91) |
(369.52) |
(62,922.9 1) |
(369.52) |
| c. MAT Credit Entitlement |
|
|
|
|
| d. Short/ Excess for earlier years |
|
|
|
|
Profit/(Loss)for the Period |
68,656.56 |
(45,716.79) |
61,891.09 |
(48,708.37) |
| Total Comprehensive Income for the year |
1,031.36 |
949.95 |
1,031.36 |
949.95 |
Total Profit for the year |
69,687.92 |
(44,766.84) |
62,922.45 |
(47,758.42) |
| Balance brought forward from the previous year |
5,79,756.05 |
6,24,522.89 |
5,24,184. 06 |
5,79,142.48 |
| Restated balance of OCI as at 01/04/2022 |
|
|
|
|
| Less: Opening Adjustment in Depreciation |
|
|
|
|
Amount available for Appropriation |
6,49,443.97 |
5,79,756.05 |
5,87,106. 51 |
5,24,184.06 |
Appropriations: |
|
|
|
|
| - Dividend &Corporate Dividend Tax |
- |
- |
- |
- |
| - Transferred to General Reserve |
|
|
|
|
| - Surplus carried to Balance Sheet |
|
|
|
|
Total (including Other Comprehensive Income) |
6,49,443.97 |
5,79,756.05 |
5,87,106. 51 |
5,24,184.06 |
2. Dividend:
Due to current market situation and for the future growth of the Company, your
Directors do not recommend any Dividend for the year 2022-2023.
3. Brief description of the Companys State of affair:
• Current Years Operation:
Your Company, during the current period ended on 31st March, 2023 has
incurred profit of Rs. 69,687.92 thousand as compared to Loss of Rs.44,766.84 thousand in
the previous year.
The Proposed residential project in the Subsidiary company at Juhu has been commenced
after obtaining all the approvals from the authorities. Considering the location of the
project, management is receiving good response and hopes to book sales in the next
financial year.
• Future Prospects:
The project is registered under RERA and hopes to complete the same in the next
financial year. A necessary approval for commencement of construction activity has since
been received from the Authorities for your Companys project, on a land parcel at Juhu.
The Company has started the development activity in right earnest. Resumption of real
estate development activity, after lapse of sometime, is expected to boost your Companys
balance sheet in future Years.
4. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements:
Adequate internal controls, systems, and checks are in place, commensurate with the
size of the Company and the nature of its business. The management exercises financial
control on the Companys operations through monitoring and standard operating procedures.
The management undertakes corrective action in the respective areas and thereby further
strengthens the internal controls. Significant observations and corrective actions
thereon, if any, are presented to the Audit Committee of the Board which in turn ensures
that necessary corrective actions suggested are put in place. The CEO& CFO have given
a declaration in the appropriate format to certify that the financial statements prepared
are accurate and complete in all aspects and that there are no significant issues that can
impair the financial performance of the Company.
5. Details of Subsidiary Companies and the details pertaining to its Performance and
financial position:
M/s. Sea-King Club Private Limited is a wholly owned subsidiary of M/s. Prime Property
Development Corporation Limited.
The residential project undertaken by the Company is currently in progress and the
project is expected to be completed in the next financial year. Further, sales booking
shall be taken in the next year.
6. Deposits:
Your Company has not accepted deposits from the public during the year under review.
7. Statutory Auditors:
The Company has appointed M/s Vora & Associates, Chartered Accountants Mumbai,
Registration No. 111612W as Statutory Auditor for a term of 5 Years i.e. from conclusion
of 30th Annual General Meeting until conclusion of 35th Annual
General Meeting.
They have confirmed that they are not disqualified from being appointed as Auditors of
the Company.
8. Auditors Report:
The observations made by the Auditors in their Report read with relevant notes as given
in the Notes on Accounts annexed to the Accounts, are self-explanatory and therefore do
not call for any further comments under Section 134 (3)(f) of the Companies Act, 2013.
The Auditors of the Company have not raised any queries or made any Qualifications on
the Accounts adopted by the Board which were then audited by them.
9. Share Capital:
During the year 2022-2023 the Company has not made any issuance of equity shares with
differential voting Rights, Sweat Equity Shares and Employee Stock Option.
10. Annual return:
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual
Return for the financial year ended March 31, 2023 is available on the website of the
Company at https://www.ppdcl.com.
11. Conservation of energy , technology absorption and foreign exchange earnings and
out go the details of conservation of energy ,technology absorption, foreign exchange
earnings and outgo are as follows:
Conservation of energy: The information required under the provisions of Section
134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 relating to the conservation of energy and technology absorption is not
applicable, as the Company is not carrying out any manufacturing operation
A) Foreign exchange earnings and Outgo:
Particulars |
As on 31.03.2023 |
As on 31.03.2022 |
a) Earnings exchange in foreign |
NIL |
NIL |
b) Expenditure/ outgo in foreign exchange (Travelling) |
NIL |
NIL |
B) Technological Absorption: Your Company has not imported any technology.
12. Corporate Social Responsibility (CSR):
The Corporate Social Responsibility Committee (CSR Committee) has formulated a
Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, the Formulation of CSR Committee, The frequency of Meeting, the
manner of Expenditure and the Initiatives to be undertaken which has been approved by the
Board. The CSR Policy may be accessed on the Companys website at the link: www.ppdcl.com.
The Company is not falling under the purview of Section 135 of the Companies Act, 2013
and Rules made there under and therefore, Company is not required to contribute any amount
towards Corporate Social Responsibility.
13. Changes in Directors and Key Managerial Personnel:
• During the year under review, the Board composition remained unchanged. Further,
Mrs. Nikita Amarkumar Shah (ACS No:44264) has resigned from the post of Company Secretary
& Compliance Officer w.e.f 30thJune,2023& Ms. Aishwarya C.
Khanvilkar(ACS No:69438) has been appointed as Company Secretary & compliance officer
w.e.f 10th July, 2 023.
Except the above mentioned changes, no other changes have been made in the Composition
of Board of Directors. Mr. Vishal PSoni is liable to retire by rotation at the 31stAnnual
General Meeting in terms of Section 152 read with Section 149(13) of the Companies Act
2013 and the said Director has offered himself for reappointment.
The resolution for his reappointment is incorporated in the Notice of the ensuing
Annual General Meeting and the brief profile and other information as required under
Regulation 36(3) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015
("Listing Regulations") relating to him forms part of the Notice of ensuing
Annual General Meeting.
B) Declaration by Independent Director(s):The Company has received declarations
from all the Independent Directors of the Company confirming that they meet the criteria
of independence as prescribed both under the Act and SEBI (LODR) Regulations.
The Certificate from M/s SG and Associates is been obtained by the Company pursuant to
Regulation 34 and Schedule V of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the same is annexed to this
Report as "Annexure F"
C) Annual Evaluation of the Board Members: The Company has devised a Policy for
performance evaluation of the Board, Committees, Independent Directors, and other
Directors as a whole (including its Committees) which includes criteria for performance
evaluation of the Non-Executive Directors and Executive Directors.
D) Familiarization of Independent Directors: The details of programs for
familiarization 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 are put up on the website of the Company
at the link: www.ppdcl.com.
14. Number of meetings of the Board of Directors
The Board of Directors during the year 2022-2023 met four times on 28th May,
2022, 13th August, 2022, 14th November, 2022, 11th
February, 2023.
For further details, please refer to Report on Corporate Governance appearing in this
Annual Report. The Company has complied with the Secretarial Standards during the year.
15. Details of establishment of vigil mechanism for directors and employees:
The Company has put in place Vigil Mechanism for Directors and Employees of the
Company. The Vigil Mechanism Policy is disclosed on the website of the Company at the Link
http://ppdcl.com/policies.html.
16. Companys policy on directors appointment and remuneration including criteria for
determining qualifications, positive attributes independence of a director:
The Nomination and Remuneration Committee has formulated a policy relating to the
appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and
Other Senior Management Personnel of the Company, in accordance with the provisions of
Section 178 of the Act.
The Remuneration Policy is annexed to the Directors Report as "Annexure
B".
17. Particulars of loans, guarantees or investments under Section 186:
Particulars of Loan given, Investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in standalone financial statement.
18. Particulars of contracts or arrangements with related parties:
The particulars of contracts or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arms length transactions under the proviso thereto have been disclosed in Form
No. AOC -2, annexed to this Report as "Annexure A".
Further, policy on dealing with Related Party Transactions is disclosed on the website
of the Company at the link http://www.ppdcl.com/ policies.html.
19. Managerial Remuneration:
A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed.
B) There is no Employee who is in receipt of more than Rs. 8,50,000 P.M. or Rs. 1,20,
00,000 per financial year under section 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in the financial year 2022-23.
20. Secretarial Audit Report:
As per the provisions of Section 204 read with Section 134(3) of the Companies Act,
2013, the Board has appointed M/s. S.G & Associates, Company Secretaries in Practice,
as the Secretarial Auditor of the Company for the Financial Year 2022-2023 and their
report is annexed to this Report as "Annexure C".
The Auditors of the Company have not raised any queries or made any Qualifications with
respect to Secretarial Audit conducted by them.
21. Risk Management Policy:
The Board has adopted Risk Management policy for ensuring the orderly and efficient
conduct of its business, including adherence to companys policies, safeguarding of its
Assets, Prevention and detection of Frauds and Errors, etc.
22. Directors Responsibility Statement:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013
with respect to Directors Responsibility Statement it is confirmed 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) such accounting policies have been selected and applied consistently and 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 and
loss of the company for that period;
(c) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of Companies 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) That internal financial controls were laid down to be followed and that such
internal financial controls were adequate and were operating effectively.
(f) That proper systems were devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
23. Corporate Governance and Management Discussion & Analysis Reports:
The Corporate Governance and Management Discussion & Analysis Report, which forms a
part of this Report, are set out separately together with the Certificate from the
Auditors of the Company regarding compliance with the requirements of Regulation 27 (2) of
SEBI (Listing Obligation Disclosure Requirement), 2015 and are annexed to this report as "Annexure
G" and "Annexure E".
24. Details of Significant and Material Orders Passed by the Regulators or Courts or
Tribunals Impacting the Going Concern Status and Companys Operations in Future:
There were no orders passed by the regulators or courts or tribunals impacting the
going concern status and companys operations in future.
There are no proceedings initiated/ pending against the Company under the Insolvency
and Bankruptcy Code, 2016.
25. Safeguard at Workplace:
The management takes due care of employees with respect to safeguard at workplace.
Further, No complaints are reported by any employee pertaining to sexual harassment. The
details are made available in the Corporate Governance report.
26. Acknowledgements:
An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation
and hard work the Company was able to achieve the results.
Registered Office: |
By order of the Board of Directors |
| 501, Soni House, Plot No.34, Gulmohar Road No.1, JVPD Scheme, Vile Parle
(W), Mumbai-400049 |
Prime Property Development Corporation Limited |
|
Sd/- |
|
Padamshi L. Soni |
Date: 12.08.2023 |
Chairman |
Place: Mumbai |
DIN: 00006463 |
+91-9892691696
