To the Members,
The Directors have pleasure in presenting before you the 59th Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended 31st March, 2024.
FINANCIAL RESULTS
OPERATIONS - STATE OF COMPANY'S AFFAERS:
The Company having been classified as a Core Investment Company under the Core Investment Companies (Reserve Bank) Directions 2016, is permitted to lend and make investments within the Group Companies only and accordingly has earned its income primarily from these sources where the Company has lent as also made investment in equity instruments.
Besides, the Company also earns lease rentals from its Pune real estate leased out to the Pudumjee Paper Products Limited, a related party. The revenue and profit before tax of the company has shown an improvement of 17% and 21% respectively, over the previous year. An amount of profits earned is carried forward to next year and no amount is transferred to General Reserve.
The Company has started preliminary activities towards the development of its vacant land of about 16 acres at village Kareli near Narsighpur in Madhya Pradesh under Narsinghpur Development Plan and is awaiting land use zone draft of which was placed in public domain for public comments and objections. Final Development plan is awaited.
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 statements provided as 'Annexure- I'.
There is no subsidiary to the Company.
Statement containing salient features of the financial statements of subsidiaries/Associate Companies/Joint Ventures in Form AOC-1 is attached
AUDITORS:
STATUTORY AUDITORS:
M/s. J. M. Agrawal & Co., Chartered Accounts, have been re-appointed as Statutory Auditors of the Company at the 57th Annual General Meeting held on 31st August, 2021 to hold office up to the conclusion of 62 nd Annual General Meeting. The remuneration of Auditors is already fixed for three years at 60,000/- per year.
M/s. J. M. Agarwal & Company, Chartered Accountants, have confirmed that, their appointment, would be within the limits specified under Section 143 (3)(g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the proviso to Section 139(1) and Section 141(3) of the Companies Act, 2013 and the provisions of the Companies (Audit and Auditors) Rules, 2014.
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 2023-2024.
The Secretarial Auditors Report for the Financial Year 2023-2024 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 six directors out of which four 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.
Ms. Vasudha Jatia (DIN:06725426), Non Executive Director, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment.
Mr. Rajendra Chiraljilal Saraf (DIN: 00161412) and Mr. Arvindkumar Somany (DIN:00024903) had completed on 31st March, 2024 their second term of appointment as independent directors and have retired on 31st March, 2024.
During the year Mr. Upendra Goraksha Degluarkar (DIN:00902387) and Mr. Sudhir Vithalrao Duppaliwar (DIN:10519925) were appointed as Independent Directors with effect from 20th January, 2024 and 02nd March, 2024 respectively and their appointment is approved by shareholders through Postal Ballot, the results of which were announced on 19th April, 2024.
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.
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 2023-2024.
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 held on 15th September, 2014. A statement on this is annexed under 'Annexure-III'.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The disclosures pursuant to Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 for related party transactions is annexed as ‘Annexure-IV' The Company has formulated the Policy on materiality of and dealing with Related Party Transactions and the same has been uploaded on the website of the Company at www.3pland.com/files/policy-on-determination-of-materiality-for-discloure.pdf.
EXTRACT OF ANNUAL RETURN:
Pursuant to provisions of the Companies Act, 2103 copy of the Annual Return for the financial year 2022-2023 is available on the website of the company. Also draft Annual Return for the financial year 2023-2024 is available on the website of the company at www.3pland.com/staticpages/files7-MGT-2023-24. and final version will be uploaded after submission to the Registrar of Companies.
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-V' 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:
6(Six) Board Meetings were held during the year 2023-24. The details of the Meetings of Board of Directors held during the year are available in the Report on Corporate Governance, which forms part of this 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 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 [Retired on 31st March, 2024 on completion of second term]
2. Mr. A. K. Somany [Retired on 31st March, 2024 on completion of second term]
3. Mr. Bhavanisingh Shekhawat.
4. Mr. Romie Shivhari Halan
5. Mr. Upendra Goraksha Deglurkar –Appointed w.e.f. 20.01.2024
6. Mr. Sudhir Vithalrao Duppaliwar -Appointed w.e.f. 02.03.2024
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.3pland.com.
INTERNAL CONTROL SYSTEM AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The internal control 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.
ANNUAL EVALUATION BY THE BOARD:
A separate meeting of the Independent Directors of the Company was held on 20th January, 2024, in which 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, 2013, 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 and given to the Directors.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details of programmes for familiarisation of Independent Directors with the Company, is available on the website www.3pland.com/staticpages/files/pil-familarisation/20programme.pdf .
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.3pland.com./files/vigilmechanisim-WhstleBlwerPolicy.pdf .
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. The statement giving required details is given in the Annexure 6A and 6B to this report.
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 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 for the year ended on 31st March, 2024 is as under.
A) CONSERVATION OF ENERGY:
(a) Measures taken: NIL
(b) Steps taken for utilizing alternate sources of energy: NIL
(c) Impact of measures at (a) and (b) above on reduction of energy consumption: NIL
(d) Capital Investment on energy conservation equipments: NIL
B) TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:
(i) Efforts made in brief towards technology absorption, adaptation and innovation-Nil
(ii) Benefits derived as a result of the above- Not Applicable
(iii) Details of Imported Technology -No new technology was imported in last three years.
(iv) Expenditure incurred on Research and Development – NIL
C) FOREIGN EXCHANGE EARNINGS AND OUTGO: Foreign Exchange earned and used during the year were Nil
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 websitewww.3pland.com/files/pilremun.pdf.
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 profit 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,