Mobile Nav

Market

DIRECTOR'S REPORT

3P Land Holdings Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 24.66 Cr. P/BV 5.31 Book Value (₹) 2.58
52 Week High/Low (₹) 18/10 FV/ML 2/1 P/E(X) 0.00
Bookclosure 23/07/2018 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2017-03 

To the Members,

The Directors have pleasure in presenting the 52nd Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended 31st March, 2017

FINANCIAL RESULTS

(Rs.In Lacs)

2016-2017

2015-2016

The gross profit /(loss) before interest and Depreciation (including from discontinuing operations)

194.69

195.86

Adjusting there from Finance cost of

199.38

164.57

And Depreciation of

6.91

6.77

The net profit /( Loss)

(11.60)

24.52

The balance of Profit brought forward from last year

1,225.06

1,362.03

Less: Transfer of Profit on Demerger

(160.85)

Total

1,213.46

1,225.57

Less: Provision for Current Taxation of

-

-

Provision for Deferred Tax expense of

1.20

0.64

Totaling to

1.20

0.64

There remains a balance of

1212.26

1,225.06

Which the Directors propose carry-forward to next year's accounts.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129, 134 of the Companies Act 2013 (the Act), the Consolidated Financial Statement of the Company, and its subsidiaries prepared, in accordance with schedule III of the Act and Accounting Standard AS 21 forms part of this Annual Report.

OPERATIONS

The Company's land holding comprises of about 20 acres of land in aggregate at Pune in Maharashtra and Narsinghpur in Madhya Pradesh. The land at Pune, however, will be available for development only after its vacation by Pudumjee Paper Products Ltd who have been allowed to use it under the terms of Leave & License Agreement pursuant to the Scheme of Demerger as sanctioned by the Mumbai High Court. The land at Narsinghpur is ideally located on the outskirts of the city of Narsinghpur and can be planned for development at an appropriate time depending upon the prevailing scenario of Real Estate business in the city. Meanwhile the Company also invests funds in the Group Companies, the income from which is recognized as other income in the accounts.

Pudumjee Hygiene Products Ltd (PHPL) is engaged in the business of providing machinery on lease. The accounts of PHPL show a net profit of Rs.3.00 lacs on account of interest. Pudumjee Holding Ltd (PHL) is another wholly owned subsidiary Company, which mainly holds investment in the Group Companies. Its accounts shows a loss of Rs. 5.81 lacs mainly on account of interests.

Pudumjee Hygiene Products Ltd (PHPL) the Company's wholly owned subsidiary is in the business of machinery leasing to tissue converters. The accounts of PHPL shows a net profit of Rs.3.00 Lacs

Pudumjee Holding Ltd.(PHL) another wholly owned subsidiary is engaged in the investment activity. The accounts of PHL shows a loss of Rs.5.81 Lacs

SUBSIDIARIES

As at 31st March 2017, the Company has two subsidiaries namely, Pudumjee Hygiene Products Limited (PHPL) and Pudumjee Holding Limited (PHL). No subsidiaries were added or liquidated or sold during the financial year.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the detailed information on the performance and financial position of each of the subsidiaries, associates, joint venture companies, etc. as included in the consolidated financial statement is provided in Annexure-I attached hereto.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 (corresponding to section 205A of Companies Act 1956), the unclaimed dividend for the year 2009-10, which remains unclaimed for a period of seven years will be transferred to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed dividends lying with the Company as on 19th September, 2016 (date of last Annual General Meeting) on the website of the Company (www.pudumjeeindustries.com), as also on the website of the Ministry of Corporate Affairs.

After completion of seven years, no claims shall lie against the said Fund or against the Company for the amounts of Dividend so transferred nor shall any payment be made in respect of such claims under the Companies Act, 1956. The Companies Act, 2013 provides for claiming such Dividends from the Central Government.

AUDITORS

Statutory Auditors:

M/s. Khare & Company, Chartered Accountants (Firm Registration No. 105100W2) were appointed as auditors of the Company for more than ten years and currently, they are holding office of the auditors up to the conclusion of 52nd Annual General Meeting. As per second proviso to Section 139(2) of the Companies Act, 2013, (the Act), a transition period of three years from the commencement of the Act is provided to appoint a new auditor if the existing auditor's firm has completed two terms of five consecutive years.

Accordingly, as per the said requirements of the Act, M/s. J. M. Agrawal & Company, Chartered Accountants (Firm Registration No. 100130W) are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of 52nd Annual General Meeting till the conclusion of the 57th Annual General Meeting, subject to ratification by shareholders every year, as may be applicable, in place of M/s. Khare & Company, Chartered Accountants. M/s. J. M Agrawal & Company, Chartered Accountants, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. The Audit Committee and the Board of Directors recommend the appointment of M/s. J. M. Agrawal & Company, Chartered Accountants, as statutory auditors of the Company from the conclusion of the 52nd Annual General Meeting till the conclusion of 57th Annual General Meeting. M/s. J. M. Agrawal & Company currently has two partners and office at Jalgaon, Maharashtra. M/s. J. M. Agrawal & Company has over 31years of experience in various Audits, Certification and other Consultancy assignments.

Secretarial Auditor.

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 Secretary were appointed to conduct the secretarial audit of the Company for Financial Year 2016-17. The Secretarial Auditor’s report for the financial year 2016-17 is annexed hereto and marked as Annexure III.

Cost Auditor

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

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 retirement by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed in subsection (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.

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

SUBSIDIARY

A statement containing brief financial details of the company's wholly owned subsidiaries, Pudumjee Hygiene Products Limited and Pudumjee Holding Limited for the financial year ended 31st March, 2017 is included in the Annual Report. The annual accounts of the wholly owned subsidiaries and the related detailed information will be made available to any member of the company seeking such information at any point of time. The annual accounts of the wholly owned subsidiary company(s) shall also be available for inspection by any member at the registered office of the company on any working day during business hours.

In accordance with Section 136 of the Act, the separate accounts in respect of each of the Subsidiaries are uploaded on the website of the Company

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company for the financial year 2016-17.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has given loans, guarantees 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 II.

SECRETARIAL AUDITOR'S REPORT

The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done by a Company Secretary in Practice. The Secretarial Auditors' Report for the financial year 2016-17 is annexed to the Boards' Report in 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, in Form AOC-2 is not applicable.

The Company has not made any loans and advances in the 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.

PERFORMANCE EVALUAITON OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the performance of individual directors as well as the evaluation of the working of its Committees.

The Company has formulated a Policy for performance evaluation of the Board as a whole, Individual Directors, Committees which also includes feedback to the Chairman.

A questionnaire, based on criteria approved by the Nomination and Remuneration Committee, for evaluation of performance of Board, Committees of Board and Individual director was prepared. The Board on recommendation of the Nomination and Remuneration Committee, approved to obtain the feedback of all the Directors on the said Questionnaire.

The Board Members provided their feedback on the standard questionnaire. The members were also able to give qualitative feedback apart from the standard questionnaire.

The reports of feedback received from all Directors on performance evaluation of individual directors were shared with respective Directors and Chairman of the Nomination Committee. Nomination and Remuneration Committee evaluated the performance of all individual directors based on the feedback so received.

The report of the feedback received from all the Directors on performance evaluation of Board and Committees of Board were shared with the Chairman of the Company. The Board on the basis of feedback so received evaluated performance of its own and Committees of Board. Performance Evaluation of the Chairman of the Company was carried out by the Independent Directors of the Company, taking into account feedback of all the Directors including the Executive and Non-executive Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of programmes 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 given in the Report on Corporate Governance. The Familiarization 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.pudumjeeindustreis.com

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.pudumieeindustries.com.

RISK MANAGEMENT POLICY During the year 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 & minimization procedures, monitoring the risk management plan, etc.

WHISTLE BLOWER MECHANISM The Company has a Whistle Blower Policy in place for vigil mechanism. The said policy has been made keeping in view of the amendments in the Companies Act, 2013. 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 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

The Company's entire manufacturing business was demerged with Pudumjee Paper Products Limited and there is no manufacturing activity being conducted by the Company.

In view of above 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.

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

EXTRACT OF ANNUAL RETURN

The Extract of Annual return of the Company in Form MGT-9 is annexed herewith as Annexure IV.

SIGNIFICANT AND MATERIAL 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.

CHANGE IN NAME:

Pursuant to the Scheme of Arrangement and Reconstruction (Demerger), the Company's paper manufacturing business has been de-merged and henceforth the company would continue the business of Realty/Real Estate. Accordingly the name of the Company is proposed to be changed subject to the approval of Central Government, Stock Exchanges and Shareholders. Last year till date the proposed name was not made available by SEBI/ Stock Exchanges and hence name as suggested in the accompanying Notice as proposed.

DIRECTORS' RESPONSIBILITY STATEMENT

(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 had 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 Employees of the Company.

On behalf of the Board of Directors,

Date : 23rd May, 2017 G. N. Jajodia

Place: Mumbai Chairman

Attention Investors :
Prevent Unauthorised transactions in your account --> Update your mobile numbers/email IDs with your stock brokers. Receive information of your transactions directly from Exchange on your mobile / email at the end of the day .......... Issued in the interest of investors
Attention Investors :
Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day......................issued in the interest of investors.
Attention Investors :
KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.