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You can view full text of the latest Director's Report for the company.

BSE: 516092ISIN: INE105C01023INDUSTRY: Finance & Investments

BSE   ` 27.48   Open: 27.64   Today's Range 27.05
28.76
-0.72 ( -2.62 %) Prev Close: 28.20 52 Week Range 18.10
40.13
Year End :2019-03 

To the Members,

The Directors have pleasure in presenting befor you the 54th Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended 31st March, 2019.

FINANCIAL RESULTS

(Rs. In Lakhs)

(Rs. In Lakhs)

2018-2019

2017-2018

The gross profit /(loss) before interest and Depreciation

101.00

142.10

Adjusting therefrom Finance cost of

135.30

148.69

and Depreciation of

15.80

7.32

The net profit /( Loss)

(50.10)

(13.91)

The balance of Profit brought forward from last year

1208.55

1,212.26

Total

1158.45

1198.35

Less: Provision for Current Taxation of

--

--

Provision/(saving) for Deferred Tax expense of

(30.00)

10.20

Amortization of Goodwill

222.27

-

Loss of amalgamated subsidiary companies for 2017-18

3.62

Totalling to

195.89

(10.20)

There remains a balance of Which the Directors propose carry-forward to next year’s accounts

962.56

1208.55

OPERATIONS:

The Company is currently classified as a Core Investment Company in compliance with Core Investment Companies (Reserve Bank) Directions 2016 and is carrying out its lending and investment activity within the Group Companies, in addition to its business of Real Estate which awaits the vacation of land occupied by Pudumjee Paper Products Ltd (PPPL) in terms of Leave and License Agreement executed with them pursuant to the order of the Bombay High Court, as also the end of recessionary trends in that business in respect of the land of about 16 acres in Narsingpur. The Directors are taking necessary steps to reduce the losses of the Company and as a matter of strategy they intend to liquidate long term investments after obtaining requisite approvals, if any, for utilizing proceeds for business purpose. As you are already aware that the Company has by an Extra Ordinary General Meeting held on 29th May, 2019 proposed to the shareholders to sell its investment in 34,12,850 equity shares in AMJ Land Holdings Ltd so as to be able to reduce its outstanding debts, invest in zero percent non cumulative redeemable preference shares of Pudumjee Plant Laboratories Ltd (PPLL), and remaining surplus to be invested in Group Companies to generate income by ways of interest.

PPLL is an unlisted Public Limited Company. PPLL holds land of about 24 acres at Village Chande, near Hinjewadi, Pune which has been a subject matter of dispute which PPLL has been able to settle at a cost of about Rs. 15 crores. This Company is also engaged in the business of Tissue Culture activity.

Our Company also holds 27.11% of Equity Shares in PPLL which in the past has been impaired in view of accumulated losses which currently stood at about Rs. 30 crores as against equity capital of Rs. 2.49 crores.

Since all the shareholders of the Company would be contributing the aforesaid cost of settlement in proportion to the Equity Shares held by them subject to, requisite approvals, if any, the directors believe that having regard to the vast area of land near Hinjewadi IT Perk Pune which in future may offer good return to the Company, it is in the interest of the Company to invest in zero percent non cumulative redeemable preference shares of the Company (which would be convertible into equity at the option of the issuer Company) so that as soon as the cash flow starts accruing to PPLL, the Company can redeem its preference shares and realise potential of Equity Shares held by it. Accordingly the company’s share of contribution works out to an amount of Rs. 386.30 lakhs out of which a resolution for Rs. 162.65 Lakhs (16,26,506 preference shares) has been proposed and for the remaining amount a resolution for the approval of shareholders is sought in this meeting, which the directors commend for your approval.

During the year the wholly owned subsidiaries of Company namely Pudumjee Hygiene Products Ltd. and Pudumjee Holding Ltd. have been amalgamated with Company vide the Order dated 14th December, 2018 passed by Hon’ble National Company Law Tribunal, Mumbai Bench.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF SUBSIDIARY, ASSOCIATES AND JOINT

VENTURES COMPANIES:

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on performance and financial position of the associate company as included in consolidated financial statement is provided as ‘Annexure- I’

AUDITORS: STATUTORY AUDITORS:

M/s. J. M. Agrawal & Co., Chartered Accounts, have been appointed as Statutory Auditors of the Company at the 52nd Annual General Meeting to hold office up to the conclusion of 57th Annual General Meeting. M/s. J. M. Agrawal & Co., have given their consent to act as the Auditor’s of the Company till conclusion of 57th Annual General Meeting. The Company has received a Certificate from M/s. J. M. Agrawal & Co., that their appointment, would be within the prescribed limits under section 141 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified for appointment. The Shareholders will be required to ratify the appointment of the auditors and fix their remuneration at the ensuing Annual General Meeting. There is no adverse remark or qualification in the Statutory Auditor’s Report annexed elsewhere in this Annual Report.

The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

SECRETARIAL AUDITORS:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, M/s. Parikh & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for Financial Year 2018-19.

The Secretarial Auditors Report for the Financial Year 2018-19 is annexed to this report as ‘Annexure-II’. The report does not contain any qualification, reservation or adverse remark.

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

COST AUDITORS:

The Company is not subjected to Cost Audit and hence has not appointed the Cost Auditor.

KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013, read with Rules framed thereunder.

Mr. Gautam N. Jajodia- Executive Director

Mr. Jagadish W. Patil-Company Secretary and Chief Financial Officer

DIRECTORS:

The Company has Board of Directors with total five directors out of which three directors are Non-Executive Independent Directors, one promoter Director and one Executive Director. By virtue of Section 149 of the Companies Act, 2013 and rules made there under, the Independent Directors are not liable to retire by rotation.

Mr. G. N. Jajodia, Executive Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

During the year under review, the Board of Directors of the Company on the recommendation of Nomination and Remunertation Committee at its meeting held on 28th July, 2018 has re-appointed Mr. Gautam Nandkishore Jajodia, as Whole-Time-Director (Designated as ‘Executive Director’) of the Company for a further period of 5 years effective from 1st September, 2018, liable to retire by rotation, subject to the approval Shareholders.

Mr. R. C. Saraf and Mr. A. K. Somany, Independent Directors are completing their tenure of 5 years on 15th September, 2019. The Board of Directors of the Company on the recommendation of Nomination and Remunertation Committee has recommended re-appointment of Mr. R. C. Saraf and Mr. A. K. Somany, as a NonExecutive Directors of the Company for another term with effect from 15th September, 2019 to 31st March, 2024, not liable to retire by rotation, subject to the approval of Shareholders of the Company by Special Resolutation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act, 2013 and also in Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and confirming that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

SUBSIDIARY:

The Company does not have any subsidiary as on 31st March, 2019.

FIXED DEPOSITS:

The Company has not accepted any public deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Corporate Social Responsibility (CSR) as per the Companies Act, 2013, are not applicable to the Company for the financial year 2018-19.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The loans, guarantees given or investments made are within the limits under Section 186 of the Companies Act, 2013 and as approved by shareholders vide special resolution passed at 49th Annual General Meeting of the Company. A statement on this is annexed under ‘Annexure-III’.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the Financial Year were on an arm’s length basis and were in the ordinary course of business, accordingly, the disclosures pursuant to Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Audit Committee reviews all related party transactions quarterly as also when necessary. Form AOC-2 for such transactions is annexed as ‘Annexure-IV’

The Company has not made any loans and advances in which directors are interested. Hence disclosure pursuant to Regulation 34(3) read with Part ‘A’ of Schedule V of the Listing Regulations is not required.

The Company has formulated an Policy on materiality of and dealing with Related Party Transactions and the same has been uploaded on the website of the Company at www.pudumjeeindustries.com.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return of the Company in form MGT-9 is annexed to this report as ‘Annexure-V’. The extract of the Annual Return of the Company can also be accessed on the Company’s website at www.pudumjeeindustries.com.

REPORT ON CORPROATE GOVERNANCE:

The Report on Corporate Governance in accordance with the guidelines of the Securities and Exchange Board of India and pursuant to applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as ‘Annexure-VI’

The Secretarial Auditors Certificate in respect of compliance with the provisions concerning Corporate Governance, forms a part of this Annual Report as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SIGNIFICANT ORDERS:

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

BOARD MEETINGS:

Five Board Meetings of Directors were held during the year. More details about the meetings are available in the Report on Corporate Governance, which forms part of this Annual Report.

COMMITTEES OF BOARD:

The details regarding Committees of the Board of Directors of the Company are given in the report on Corporate Governance, which forms a part of this Annual Report.

INDEPENDENCE OF THE BOARD:

The Board of Directors of the Company comprises of optimum number of Independent Directors. Based on the confirmations/disclosures received from the Directors and evaluation of the relationship disclosed, the following Non Executive Directors are Independent Directors in terms of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.

1. Mr. R. C. Saraf

2. Mr. A. K. Somany

3. Mr. Bhavanisingh Shekhawat.

RISK MANAGEMENT POLICY:

The Board of directors at its meeting held on 17th May, 2014 adopted Risk Management Policy, containing elements identifying risk to the existence of the company, procedures to inform Board members about the risk assessment and minimization procedures, monitoring the risk management plan, etc. and the same has been uploaded on the website of the Company at www.pudumjeeindustries.com.

INTERNAL CONTROL SYSTEM AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The internal systems of the Company are adequate considering the nature of its business, size and complexity. The Statutory Auditors as well as the Internal Auditors of the Company review the same on periodical basis and significant observations, if any and Action Taken Report on the same are considered by Audit Committee at their meetings.

FORMAL ANNUAL EVALUATION BY THE BOARD:

A separate meeting of the Independent Directors of the Company was held on 9th February, 2019, in which a formal evaluation of performance of the Board and the individual Directors was carried out. The performance evaluation was conducted based on the criteria specified in the Companies Act, 2017, Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI. The performance of the committee was also generally discussed and evaluated. The feedback based on evaluation was discussed with the Chairman of the Board given to the Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of programmes for familiarisation 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 given in the Report on Corporate Governance. The Familarisation programme and other disclosures as specified under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company www.pudumjeeindustries.com

WHISTLE BLOWER MECHANISM / VIGIL MECHANISM:

The Company has a Whistle Blower Policy/Vigil Mechanism. The said policy has been made keeping in view of the amendments in the Companies Act, 2013 and as per Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees to report their genuine concern. The said policy is available at the company’s website www.pudumjeeindustries.com.

PARTICULARS OF EMPLOYEES:

During the year under review no employee had drawn the remuneration in excess of limits specified in section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended to date.

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

An Internal Complaints Committee (‘Sexual Harassment Committee’) has been constituted, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.

There was no complaint reported under the prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under the provisions of Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings & outgo are not applicable to the Company, as the Company does not engaged in the manufacturing activity.

During the year under review, no foreign exchange was earned and used.

AMALGAMATION OF SUBSIDIARY COMPANIES WITH THE COMPANY:

The Hon’ble National Company Law Tribunal, Mumbai Bench has approved the Scheme of amalgamation of Pudumjee Holding Limited and Pudumjee Hygiene Products Limited, wholly owned subsidiaries of the Company with the Company vide its order dated 14th December, 2018. As on 31st March, 2019 the Company does not have any subsidiary.

REMUNERATION POLICY:

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto stating therein the Company’s policy on Directors’ appointment and remuneration by the Nomination and Remuneration Committee and approved by the Board of Directors at its meeting held on 3rd November, 2014. The said policy may be referred to, at the Company’s official website www.pudumjeeindustries.com.

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm 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) 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 the company at the end of the financial year and of the loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation of the continued support and co-operation received from the all the Stakeholders and Employee of the Company.

On behalf of the Board of Directors,

Place: Mumbai G. N. Jajodia

Date : 23rd May, 2019 Chairman