prime urban development india ltd Directors report

Dear Members,

Your Directors have pleasure in presenting the 86th Annual Report on the business and operations of Prime Urban Development India Limited [“Company”] together with the Audited Financial Statements of the Company, for the Year ended March 31,2023.

1. FINANCIAL HIGHLIGHTS

The summarized financial performance (Standalone and Consolidated) of your Company for 2022-23 and 2021-22 is given below:

Rs. in Lakhs

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	350.00	224.34	1,240.40	1,146.49
Other Income	122.41	155.47	72.26	40.98
Total Income	472.41	379.81	1,312.66	1,187.47
Earnings before interest, tax,	(4.69)	(81.22)	17.81	(114.21)
depreciation, exceptional items and amortization (EBITDA)
Less : Finance Costs	84.25	105.67	97.58	113.02
Less: Depreciation and amortization expense	21.49	24.47	24.80	27.64
Profit/(Loss) before Exceptional Items and Tax	(110.43)	(211.36)	(104.57)	(254.91)
Exceptional Items	--	(275.99)	--	--
Profit/(Loss) before Tax	(110.43)	(487.35)	(104.57)	(254.91)
Less: Tax Expense	59.26	--	56.91	1.53
Profit/(Loss) After Tax	(51.17)	(487.35)	(47.66)	(253.38)
Other comprehensive Income/(expenses)	0.27	1.63	1.10	1.74
Total Comprehensive Income/(Loss) for the	(50.90)	(485.72)	(46.56)	(251.64)
year
Surplus from previous year brought forward	(2,519.53)	(2,033.81)	(2,734.57)	(2,482.93)
Less: Dividend and Dividend tax paid during the year
Transfer to General Reserve	--	--	--	--
Minority Interest	--	--	0.08	--
Amount available for appropriation	(2,570.44)	(2,519.53)	(2,718.05)	(2,734.58)

2. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the “Act”) read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India and the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as the “SEBI Listing Regulations”), the audited consolidated financial statements are provided in this Annual Report.

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3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As at March 31,2023, your Company had following 5 (five) Subsidiary Companies:

1. ATL Textile Processors Limited

2. Manoj Yarn Processors Limited

3. New Line Buildtech Private Limited

4. Srivarsha Realtors Private Limited

5. Prime Urban North America INC.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statements of Subsidiaries, Associate Companies and Joint Ventures in Form AOC-1 is attached to this Report as “Annexure I”. The Audited Financial Statements of each of the Subsidiary Companies have been placed on the website of the Company- www.ptlonline.com under the Investors Section.

4. AMALGAMATION

The board of directors of Prime Urban Development India Limited (Transferee Company) in its meeting held on May 25, 2022 resolved for amalgamating two of its wholly owned subsidiaries (WOS) viz. ATL Textile Processors Limited and New Line Buildtech Private Limited (Transferor Companies) with it pursuant to section 233 of the Companies Act, 2013 read with rule 25 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 subject to necessary approvals from the relevant authorities and stakeholders.

Since the transferor companies are wholly owned subsidiaries of the transferee Company, the restructuring would have greater and optimal utilization of resources, Operational synergies with the existing business resulting in economies of scale, effective coordination and better control over the activities, reduction of overheads and administrative expenses. Amalgamation will give rise to a single company in place of three separate entities.

However, the proposed amalgamation could not be accomplished due to lack of requisite votes from shareholders of holding company as per Section 233 of Companies Act, 2013. The Company in its meeting held on November 12, 2022 resolved for the amalgamation of the said subsidiary companies with its holding company viz. Prime Urban Development India Limited (PUDIL) pursuant to section 230 to 232 of the Companies Act, 2013 subject to requisite statutory and regulatory approvals. The appointed date under the said scheme is April 1, 2022 or such other date as may be approved by the nClT. The scheme of amalgamation as submitted to the concerned stock exchange is available on the website of the company at www.ptlonline.com.

5. DIVIDEND

The Board of Directors of your Company, do not recommend any Dividend for the year under review due to losses.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as at March 31,2023 stood at Rs. 532.87 Lakhs. During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants, As on March 31, 2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

7. TRANSFER TO RESERVES

In view of losses incurred during the financial year 2022-23, the Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

8. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public, within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 and hence there are no unpaid/unclaimed deposits nor there is any default in repayment thereof.

9. BOARD MEETINGS Composition and Attendance:

As on March 31, 2023, the composition and attendance of the Board of Directors have been as under:

Name of the Director	Category	No. of Board	No. of Board Meetings
		Meetings held	attended by the Director
Mr. Purusottamdas Patodia	Executive Chairman/ Promoter	4	4
Mr. Manoj Kumar Patodia	Non - Executive- /non-independent Director/Promoter	4	3
Mr. Anuj Patodia	Non-executive/Non-independent Director/ Promoter	4	2
Mr. N. K. Bafna	Non-Executive Director/ Independent	4	4
Mrs. Shailly Kedia*	Non-Executive Director/Independent	3	3

*Mrs. Shailly Kedia appointed as Independent Director at the 85th Annual General Meeting of the Company held on September 30, s 2022 for the first term of 5 consecutive years commencing from May 25, 2022. 1

The Board of Directors of your Company met 4 (Four) times during the financial year 2022-23 on May 25, 2022, August 13, 2022, November 12, 2022 and February 7, 2023.

10. COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

I. AUDIT COMMITTEE Composition and Attendance:

As on March 31,2023, the composition and attendance of the Audit Committee has been as under:

Name of the Members	Chairman/ Member	Category	No. of Meeting(s) held	No. Of Meeting Attended
Mr. N. K. Bafna	Chairman	Non-Executive / Independent Director	4	4
Mr. Manoj Kumar Patodia	Member	Non-Executive / nonIndependent Director	4	3
Mrs. Shailly Kedia*	Member	Non-Executive / Independent Director	3	3

*Mrs.Shailly Kedia appointed as member of Audit Committee w.e.f. May 25, 2022

During the financial year 2022-23, four meetings of Audit Committee were held on May 25, 2022, August 13, 2022, November 12, 2022 and February 7, 2023.

II. STAKEHOLDERS RELATIONSHIP COMMITTEE Composition and Attendance at Meeting

As on March 31,2023, the composition and attendance of Stakeholders Relationship Committee has been as under:

Name of the	Designation	Category	No. of	No. of
Members			Meeting(s) Held	Meeting(s) Attended
Mr. N. K. Bafna	Chairman	Non-Executive Director/Independent	3	3
Mr. Purusottamdas Patodia	Member	Executive Chairman/Promoter	3	3
Mr. Manoj Kumar Patodia	Member	non-executive/non- independent/promoter	3	2

During the financial year 2022-23, three meetings of Stakeholders Relationship Committee were held on May 25, 2022, August 13, 2022 and November 12, 2022.

III. NOMINATION AND REMUNERATION COMMITTEE Composition and Attendance:

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Name of the Members	Chairman/Mem ber	Category	No. of Meeting(s) Held	No. of Meeting(s) Attended
Mrs. Shailly Kedia	Chairman	Non-Executive Director/Independent	1	0
Mr. N. K. Bafna	Member	Non-Executive Director/Independent	1	1
Mr. Manoj Kumar	Member	Non-Executive/ non-	1	1
Patodia		independent / Promoter

*Mrs. Shailly Kedia elected as chairman of Nomination and Remuneration committee w.e.f. May 25, 2022.

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IV. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE Composition and Attendance at Meeting

As on March 31,2023, the composition of CSR Committee has been as under:

Name of the Members	Chai rman/Member	Category
Mr. Purusottamdas Patodia	Chairman	Executive/promoter
Mr. Manoj Kumar Patodia	Member	non-executive/non- independent/Promoter
Mr. Anuj Patodia	Member	non-executive/non- independent//Promoter
Mr. N. K. Bafna	Member	non-executive/independent

V. FINANCE COMMITTEE Composition and Attendance at Meeting

As on March 31,2023, the composition of Finance Committee has been as under:

Name of the Members	Chairman/Member	Category
Mr. Purusottamdas Patodia	Chairman	Executive
Mr. Manoj Kumar Patodia	Member	non-executive/non- independent//Promoter
Mr. Anuj Patodia	Member	non-executive/non- independent//Promoter

During the financial year 2022-23, no meeting of Finance Committee was held.

11. PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans granted, guarantees provided and investments made by the Company under the provisions of Section 186 of the Act, are provided in Note No. 4(a) and 4(f) under Notes to the financial statements of standalone financial statements.

12. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

The business activities of the Company are not specific to any technology requirements. Hence disclosures pertaining to conservation of energy and technology absorption are not applicable to your Company during the year under review.

The net Foreign Exchange earnings during the year under review is Nil (previous years Rs. Nil).

13. RELATED PARTY TRANSACTIONS

During the financial year under review no contract/ arrangements/ transactions were entered into/ by the Company with related parties. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with interest of the Company at large.

All Related Party Transactions are being placed before the Audit Committee as also the Board for approval. The Board of Directors of the Company has approved a Policy on materiality of related party transactions and dealing with related party transactions which is in line with the SEBI LODR as amended from time to time. The Policy has been uploaded on the Companys website at https://ptlonline.com/policies/

The details of the related party transactions as per IND AS-24 are set out in Note No. 21.07 to the Standalone Financial Statements forming part of this report. Also, AOC - 2 is annexed to this Report as “Annexure II”. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

14. CORPORATE GOVERNANCE REPORT

Since the paid up capital of the company was less than Rs.10 Crores and the net worth the Company was less than Rs.25 Crores, as on the last day of the preceding financial year i.e. March 31, 2022, the provisions of Regulations 17,18,19,20,21,22,23,24,25,26,27, and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, were not applicable to the Company for FY 2022-23, hence corporate governance report has not been enclosed to directors report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Purusottamdas Patodia, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting. Brief profile of Mr. Purusottamdas Patodia has been given in the Notice convening the Annual General Meeting. None of the Directors are related inter-se to each other save and except Mr. Purusottamdas Patodia, Mr. Manoj Kumar Patodia, and Mr. Anuj Patodia.

Mrs. Shailly Kedia has been appointed as non-executive/independent director for a term of five consecutive years commencing from May 25, 2022 at the 85th Annual general meeting of the company.

During the year under review, the Company has received individual declaration from the Independent Director(s) of the Company stating that they meet the criteria of independence as laid down under Section 149(6) of the Act.

The Independent Directors have confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The Independent Directors have further confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that he/she is independent of the management.

The Company has received individual affirmation from all the Directors and Senior Management personnel of the Company stating that they have fully complied with provisions of the Code of Conduct for Board Members and Senior Management Personnel of the Company during the financial year ended March 31,2023.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of sub section (3)(c) and sub section (5) of Section 134 of the Act, with respect to Directors Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 31,2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(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 your Company as at March 31,2023 and of the profit and loss of the Company for that period;

(c) the Directors 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;

(d) the Directors have prepared the annual accounts for the financial year ended March 31,2023 on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

17. AUDITORS AND AUDITORS REPORT

M/s. L. U. Krishnan & Co., Chartered Accountants, (Firm Registration No. 001527S) have been appointed as Statutory Auditors of the Company for a second term of five years commencing from the conclusion of 85th Annual General Meeting till the conclusion of 90th Annual General Meeting of the Company.

The Auditors Report for the financial year ended March 31,2023 does not contain any qualification, reservation or adverse remark during the year under review. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Act.

18. INTERNAL AUDITORS

Based on the recommendation of Audit Committee of the company, the board of directors of the company has appointed M/s. Mahesh & Roobhini, Chartered Accountants as the Internal Auditors of the company.

19. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

In terms of provisions of Section 204 of the Act, the Secretarial Audit of the Company for the Financial Year 2022-23 was conducted by CS P. Eswaramoorathy and Company, Company Secretaries.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed to this Report as “Annexure III”.

20. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

The Company is not required to maintain the Cost Audit Records as specified under Section 148(1) of the Companies Act, 2013.

21. RISK MANAGEMENT POLICY

Pursuant to the requirement of Section 134(3)(n) of the Act, the Company has in place a structured risk management policy. Your Company believes that managing risks helps in maximising returns. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177 of the Act, the Company has adopted a Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policy/ies of the Company, as adopted/framed from time to time. The Whistle Blower Policy is available website of the Company at https://ptlonline.com/policies/

23. NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at https://ptlonline.com/policies/

24. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility Committee (“CSR Committee”) in accordance with the provisions of Section 135 of the Act. The Board of Directors of the Company has, based on the recommendations made by the CSR Committee formulated and approved Corporate Social Responsibility Policy for the Company. The same is available on the website of the Company at https://ptlonline.com/policies/

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the company, hence disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not made herewith this report.

25. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided under “Annexure IV”, which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Act and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In terms of Section 136(1) of the Act, the Annual report is being sent to the members excluding the aforesaid information, Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

26. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has put in place adequate policies and procedures to ensure that the system of internal financial control is commensurate with the size and nature of the Companys business. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

A regular audit and review processes ensure that the controls are reinforced on an ongoing basis. Such controls have been assessed during the year taking into consideration the essential components of internal financial controls. Based on the assessment carried out by the Company, the internal financial controls were adequate and effective and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed, during the year ended March 31,2023.

27. UNCLAIMED AND UNPAID DIVIDENDS

As on March 31, 2023, amounts of Rs. 3,90,445/- and Rs. 3,94,991/- are lying in the unpaid equity dividend account of the Company in respect of the dividend for the Financial Year 2015-16 and 2016-17 respectively. Members who have not yet received/claimed their dividend entitlements are requested to contact the Company or the Registrar and Share Transfer Agents of the Company.

The unpaid/unclaimed Dividend relating to the Financial Year 2015-16, is due for transfer during September 2023 to the Investor Education and Protection Fund (IEPF) established by the Central Government. The company has taken up adequate steps as per statutory requirements for the said transfer.

28. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

29. BOARD EVALUATION

Pursuant to the provisions of Sections 134(3)(p), 149(8), Schedule IV of the Act and in accordance with the policy for Performance Evaluation of the Individual directors, Board and its Committees, which includes criteria for performance evaluation, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, effectiveness of Board / Committee processes, information provided to the Board, etc. On the basis of the said questionnaire, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Executive Directors, Committees and the Chairman of the Board. The Board expressed their satisfaction with the evaluation process. A separate meeting of the Independent Directors was also held during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman.

30. DISCLOSURE PERTAINING TO THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with the provision relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no cases were received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. ANNUAL RETURN

The Annual Return for financial year ended March 31, 2023 is hosted on the Companys website viz. www.ptlonline.com.

32. OTHER DISCLOSURES

1) The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

2) There are no significant/material orders passed by the regulators/courts/tribunals/Statutory and quasi-judicial body during the year under review which would impact the going concern status of your Company and its future operations.

33. ACKNOWLEDGEMENTS

Your Directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, Regulatory Authorities.

Your Directors would also like to place on record their appreciation for the efforts put in by Employees of the Company during the year.

	For and on behalf of the Board
Place : Mumbai	Purusottamdas Patodia
Date : 08.08.2023	Chairman and Managing Director
	DIN : 00032088