Home  »  Company  »  Pilani Investmen  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Pilani Investment and Industries Corporation Ltd.

Mar 31, 2018

DIRECTORS’ REPORT

Dear Shareholders,

We have pleasure in presenting the 71st Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2018. The Financial Results for the year are shown below:-

FINANCIAL RESULTS ( in Lakhs)

2017-2018

2016-2017

Profit from operations, Dividend,

Interest and Rental Income

3672.31

4920.27

Less: Depreciation

54.11

63.10

Profit before tax

3618.20

4857.17

Less: Provision for taxation

55.00

460.00

Add : MAT credit entitlement

43.08

197.34

Profit after taxation

3606.28

4594.51

Add: Balance brought forward

20806.28

17130.67

Profit available for appropriation

24412.56

21725.18

Appropriations :

Special Reserve

721.26

918.90

Equity Dividend

1977.18

-

Tax on Equity Dividend

402.47

-

Balance carried forward

21311.65

20806.28

24412.56

21725.18

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company. SHARE CAPITAL

During the year under review, there has been no change in the Share Capital of the Company.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

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 the report.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS.

There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

The Company has in place an internal control system which ensures proper recording of financial information and various regulatory and statutory compliances. The Company has in place a proper and efficient Risk Assessment and Minimization Programme.

DIVIDEND

The Board of Directors has recommended a dividend of 725/- (Rupees Twenty Five only) per equity share of 710/- each equivalent to 250 % ( Two hundred fifty percent) on the paid up equity share capital of the Company for the year ended 31st March, 2018 which is same as was paid in the previous year. The dividend will be paid when declared by the shareholders in accordance with law. The dividend will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax at the rate of 15 % plus applicable surcharge and education cess, aggregating to about 20.358 % of the dividend amount so distributed.

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the General Reserves for the financial year ended 31st March, 2018 and the entire surplus of 7 21311.65 Lakhs is proposed to be retained in the Profit and Loss Account.

DIRECTORS

Shri Kumar Mangalam Birla (DIN: 00012813) will be retiring at the ensuing 71st Annual General Meeting and being eligible, offers himself for being re-elected.

All the Independent Directors of the Company had a separate meeting to review the performance and evaluation of Non-Independent Directors and the Board as a whole. The Nomination and Remuneration Committee of the Company also evaluated the performance of all the individual Directors on various parameters such as level of participation of the Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge, expertise etc. The Board after taking into consideration the evaluation as done by the Nomination and Remuneration Committee and by the Independent Directors, carried out an annual evaluation of its own performance and that of its Committees and individual Directors. The overall outcome of such evaluation was that the Board, its Committees and its individual Directors have performed effectively and satisfactorily.

The Independent Directors of the Company have confirmed and declared that they are not disqualified to act as an Independent Director pursuant to the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as an Independent Director.

All Directors including Independent Directors and Key Managerial Personnel of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and Employees of the Company and the Declaration in this regard has been made by the Chief Executive Officer which forms a part of this report as an Annexure.

The details of number and dates of Board Meetings and Committee Meetings including attendance of Directors is given in the attached Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the best of their knowledge and belief confirm that -

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies as mentioned in Note 2.1 of Notes to Financial Statements and applied them consistently and made judgements 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 on 31st March, 2018 and of the profit of the Company for the financial year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

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

(vi) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CEO/CFO CERTIFICATION

As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certification has been submitted to the Board and a copy thereof is contained in the Annual Report.

LISTING OF EQUITY SHARES

The Equity shares of your Company are listed at the National Stock Exchange of India Limited and BSE Limited.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as at 31st March, 2018 is attached as Annexure- A in the prescribed form MGT- 9, which forms part of this report.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri R. P. Pansari, Managing Director upto 6th May, 2017 and Chief Executive Officer with effect from 7th May, 2017, Shri N. K. Baheti, Chief Financial Officer and Shri R. S. Kashyap, Company Secretary.

Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2018 are mentioned in the Extract of the Annual Return which is attached as Annexure - A and forms part of this report.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies Act, 2013. However, the NIL disclosure in prescribed form AOC-2 is attached and the same forms part of this report.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of the Annual Report. The Company Secretary is acting as the Secretary of the Committee. The Chief Executive Officer and the Chief Financial Officer are permanent invitees to the meeting to give clarifications on related issues. The Board has accepted all the recommendations as and when forwarded by the Audit Committee. The Company has in place a vigil mechanism viz. Whistle Blower Policy the details of which are available on the Company’s website www.pilaniinvestment.com.

Other details relating to number of meetings, dates of such meetings and the attendance of each member etc. have been given separately in the attached Corporate Governance Report. NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming part of this Annual Report. The Company Secretary is acting as the Secretary of this Committee. The Committee had devised a policy named as “Nomination and Remuneration Policy” which has been duly approved by the Board and a copy of the same is available on the Company’s website www.pilaniinvestment.com and is also attached as Annexure - B hereto and forms part of this Report.

Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The composition and terms of reference of the Corporate Social Responsibility Committee (CSR Committee) have been given in the Corporate Governance Report forming part of this Annual Report. The said Committee has devised a policy named as “Corporate Social Responsibility Policy” which has been duly approved by the Board and a copy of the same is available on the Company’s website www.pilaniinvestment.com and is also attached as Annexure - C hereto and forms a part of this report.

Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.

During the year your Company has contributed 7 20 Lakhs to various Trusts/Institutions working in the areas which are in consonance with the CSR policy of the Company.

The details of CSR expenditure in prescribed form are given in Annexure- D which forms part of this report.

SUBSIDIARIES/ASSOCIATE COMPANIES

The Company has two Subsidiaries and one Associate as on 31st March, 2018. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company’s Subsidiaries/Associate in Form AOC-1 is attached with this report. During the financial year under review Kesoram Industries Limited has ceased to be an Associate Company.

Century Textiles and Industries Limited (“Century”), an Associate Company, has informed the National Stock Exchange of India Limited and BSE Limited that the Board of Directors of the said company has approved a draft scheme for the demerger of its Cement Business into UltraTech Cement Limited (“UltraTech Cement”) which is subject to necessary approvals by various statutory and regulatory authorities as may be required. Pursuant to the said scheme, for every 8 (eight) fully paid up equity shares of '' 10/- each held in Century, 1 (one) fully paid up equity share of '' 10/- each of UltraTech Cement will be allotted.

SECRETARIAL AUDIT

In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing Company Secretary. The Secretarial Auditor’s Report is attached as Annexure- E and forms part of this report. The observations made in the Secretarial Auditors Report are self-explanatory. AUDITORS

M/s Vidyarthi & Sons, Chartered Accountants (ICAI Firm Registration No: 000112C) were appointed as the Statutory Auditors of the Company for a term of 5 years at the 70th Annual General Meeting (AGM) from the conclusion of the said meeting until the conclusion of the 75th AGM (subject to ratification of their appointment by the members at every AGM) at a remuneration to be fixed by the Board of Directors.

The Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 have since been amended vide Notification dated 7th May, 2018 of the Ministry of Corporate Affairs and the requirement of ratification of appointment of Statutory Auditors by the members at every AGM has been done away with. Accordingly, no ratification of appointment of M/s Vidyarthi & Sons, Chartered Accountants as the Statutory Auditors of the Company, by the members is needed at the ensuing AGM.

AUDITORS REPORT

The observations made in the Auditors Report are self-explanatory and, therefore, do not call for any further explanation under Section 134 (3)(f)(i) of the Companies Act 2013.

EMPLOYEES

Information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are as per Annexure - F attached hereto and which forms part of this report.

DEPOSITS

The Company has not accepted/accessed any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans, directly or indirectly, to any person or other body corporate or given any guarantee or provided any security in connection with a loan to any other body corporate or person except an Inter Corporate Deposit of 7 600 Lakhs given to one of the wholly owned subsidiary companies bearing interest.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard - 21 and form part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in so far as it relates to the Conservation of the Energy and Technology Absorption is not applicable. No particulars with regard to Foreign Exchange Earnings and Outgo are required as the Company has no such transactions.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, unpaid/unclaimed dividend for the financial year 2009-2010 has been transferred to the Investor Education and Protection Fund in accordance with the provisions of Section 124 and 125 of the Companies Act, 2013. In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company has also transferred 14,754 equity shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years. APPRECIATION

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the Financial Institutions, Banks, Government Authorities and members during the year under review. The Board of Directors also wish to place on record their deep appreciation for the committed services rendered by the employees of your Company.

For and on behalf of the Board of Directors

A. K. Kothari D.K. Mantri

Kolkata Director Director

May 29, 2018 (DIN: 00051900) (DIN: 00075664)


Mar 31, 2017

DIRECTORS’ REPORT

TO THE SHAREHOLDERS Dear Shareholders,

We have pleasure in presenting the 70th Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2017. The Financial Results for the year are shown below:-

FINANCIAL RESULTS (Amount in Rs, Millions)

2016-2017

2015-2016

Profit from operations, Dividend,

Interest and Rent Income

492.03

403.59

Less: Depreciation

6.31

2.08

Profit before tax

485.72

401.51

Less: Provision for taxation

46.00

23.50

Add : MAT credit entitlement

19.73

11.09

Profit after taxation

459.45

389.10

Add: Balance brought forward

1713.07

1739.76

Profit available for appropriation

2172.52

2128.86

Appropriations :

Special Reserve

91.89

77.82

Proposed Dividend

-

197.72

Corporate Dividend Tax

-

40.25

General Reserve

-

100.00

Balance carried forward

2080.63

1713.07

2172.52

2128.86

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company. MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

There were 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 MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS.

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has in place an internal financial control system which ensures proper recording of financial information and various regulatory and statutory compliances. The Company has in place a proper and efficient Risk Assessment and Minimization Programme.

DIVIDEND

The Board of Directors has recommended a dividend of 725/- (Rupees Twenty Five only) per equity share of T10/- each equivalent to 250% (Two Hundred Fifty percent) on the paid up equity share capital of the Company for the year ended 31st March, 2017 which is same as paid in the previous year. The dividend will be paid when declared by the shareholders in accordance with law. The dividend will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax at the rate of 15 % plus applicable surcharge and education cess, aggregating about 20.358 % on the dividend amount so distributed.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserves for the Financial Year ended 31st March, 2017 but an amount of T2080.62 millions is proposed to be retained in the profit and loss account.

DIRECTORS

On the recommendations of the Nomination and Remuneration Committee, the Board of Directors had appointed Shri A. K. Kothari (DIN: 00051900 ) as an Additional Director and Shri R. P. Pansari (DIN: 00869222) as the Managing Director of the Company with effect from 25th July, 2016 and 14th February, 2017 respectively. Shri R. P. Pansari had resigned as Managing Director effective from 7th May, 2017 which has been accepted by the Board. Shri A. K. Kothari holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment. Details of the proposal for the appointment of Shri A. K. Kothari as an Independent Director with effect from 25th July, 2016 is mentioned in the Notice of the 70th Annual General Meeting of the Company along with the Explanatory Statement as required under Section 102 of the Companies Act, 2013. The aforesaid appointment is appropriate and in the best interest of the Company.

Shri A. V. Jalan (DIN: 01455782) will be retiring by rotation at the ensuing 70th Annual General Meeting and being eligible, offers himself for being re-elected.

Shri R. A. Makharia, Executive Director had retired from the services of the Company with effect from 23rd September, 2016. The Board of Directors has placed on record its warm appreciation of the contribution made by Shri R.A. Makharia during his tenure as Executive Director of the Company. PERFORMANCE EVALUATION

All the Independent Directors of the Company had a separate meeting on 29th December, 2016 to review the performance and evaluation of Non-Independent Directors and the Board as a whole. The Nomination and Remuneration Committee of the Company also evaluated the performance of individual Directors on various parameters such as level of participation of the Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge, expertise etc. The Board after taking into consideration the evaluation as done by the Nomination and Remuneration Committee and by the Independent Directors, carried out an annual evaluation of its own performance and the Directors individually (including Independent Directors) as well as the working of its Committees. The overall outcome from the evaluation was that the Board, its Committees and the individual Directors have performed effectively.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have confirmed and declared that they are not disqualified to act as an Independent Director pursuant to the provisions of section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as an Independent Director. CODE OF CONDUCT

All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct applicable to the Board Members and Senior Management Personnel of the Company. A declaration made by the Chief Executive Officer to this effect forms a part of this report as an Annexure.

BOARD MEETINGS

Detailed information on the numbers and dates of Board Meetings and Committee Meetings including attendance of Directors is given in the attached Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013. DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the best of their knowledge and belief confirm that -

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies as mentioned in Note 2.1 of Notes to Financial Statements 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 as at 31st March, 2017 and of the profit of the Company for the financial year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

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

(vi) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CEO/CFO CERTIFICATION

As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations

2015 read with Part B of Schedule II of the Listing Regulations, the CEO and CFO certification regarding Financial Statements and internal controls relating to financial report has been submitted to the Board and a copy thereof is annexed and forms part of this Annual Report.

LISTING OF EQUITY SHARES

The Equity shares of your Company are listed with the National Stock Exchange of India Limited and

BSE Limited.

EXTRACT OF ANNUAL RETURN

An extract of the Annual Return as at 31st March, 2017 is attached as Annexure- A in the prescribed form MGT- 9, which forms part of this report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, and on the recommendations of the Nomination and Remuneration Committee, the Board has appointed Shri R. P. Pansari as the Chief Executive Officer of the Company effective from 7th May, 2017. Accordingly, the Key Managerial Personnel now are Shri R. P. Pansari, Chief Executive Officer, Shri N. K. Baheti, Chief Financial Officer and Shri R. S. Kashyap, Company Secretary.

During the year, Shri R. A. Makharia, Managing Director designated as Executive Director retired from the services of the company w. e. f. 23rd September, 2016 and Shri R. P. Pansari appointed as Managing Director on 14th February, 2017 had resigned effective from 7th May, 2017. Further, Shri R. P. Pansari has been appointed as Chief Executive Officer of the Company effective from 7th May, 2017. Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2017 are mentioned in the Extract of the Annual Return which is attached as Annexure - A and forms part of this report.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies Act, 2013. However the NIL disclosure in prescribed form AOC-2 is attached and the same forms part of this report.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from the Statutory Auditors of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. The Company Secretary is acting as the Secretary of the Committee. The Managing Director/ Chief Executive Officer and the Chief Financial Officer are permanent invitees to the meeting to give clarifications on accounts related issues. The Board had accepted all the recommendations as and when forwarded by the Audit Committee. The Company has in place a vigil mechanism viz. Whistle Blower Policy the details of which are available on the Company’s website www.pilaniinvestment.com.

Other details relating to number of meetings and dates on which held including the attendance of each member has been given separately in the attached Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. The Company Secretary is acting as the Secretary of the Committee. The said Committee had devised a policy named as Nomination and Remuneration Policy which has been approved by the Board and a copy

of the same is available on the Company’s website www.pilaniinvestment.com and is also attached as Annexure - B and forms part of this Report.

Other details relating to number of meetings and dates on which held including the attendance of each member had been given separately in the attached Corporate Governance Report. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The composition and terms of reference of the Corporate Social Responsibility Committee (CSR Committee) has been given in the Corporate Governance Report forming part of this Annual Report. The said Committee had devised a policy named as Corporate Social Responsibility Policy which has been approved by the Board and a copy of the same is available on the Company’s website www.pilaniinvestment.com and is also attached as Annexure - C and forms a part of this report. Other details relating to number of meetings and dates on which held including the attendance of each member had been given separately in the attached Corporate Governance Report. During the year, your Company has contributed 72.5 million to various Trusts/Institutions working in the areas which is strictly in consonance with the CSR policy of the Company.

The details of CSR expenditure in prescribed form is annexed as Annexure- D and forms part of this report.

SUBSIDIARIES/ASSOCIATE COMPANIES

The Company has two Subsidiaries and two Associates as on 31st March, 2017. Pursuant to the provisions of Section129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company’s Subsidiaries/Associates in Form AOC-1 is attached with this report.

SECRETARIAL AUDIT

In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing Company Secretary. The Secretarial Auditor’s Report is attached as Annexure- E and forms part of this report. The observations made in the Secretarial Auditor’s Report are self explanatory. STATUTORY AUDITORS

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No: 301003E/ E300005), the Statutory Auditors of the Company, will hold office up to the forthcoming 70th Annual General Meeting as they will complete their term as Statutory Auditors provided under the Companies Act, 2013 and the relevant Rules thereunder.

The Board has placed on record its appreciation for the services rendered by M/s. S. R. Batliboi & Co. LLP, as Statutory Auditors of the Company.

The Board of Directors on the recommendation of the Audit Committee has approved and recommend to the Members, the appointment of M/s. Vidyarthi & Sons, Chartered Accountants (ICAI Firm Registration No: 000112C) as Statutory Auditors of the Company for a term of 5 years, commencing from the conclusion of the forthcoming Annual General Meeting of the Company, subject to ratification of their appointment by the Members every year. M/s. Vidyarthi & Sons have confirmed their eligibility under Section 141 of the Act, and the Rules framed there under, for their appointment as Statutory Auditors of the Company.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and, therefore, do not call for any further explanation under Section 134 (3)(f)(i) of the Companies Act 2013.

EMPLOYEES

Information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - F and forms part of this report.

DEPOSITS

The Company has not accepted/accessed any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.

LOANS, GUARANTEES AND INVESTMENTS

The Company had not given loans, directly or indirectly, to any person or other body corporate or gave any guarantee or provided any security in connection with a loan to any other body corporate or person.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements, prepared in accordance with the requirements of Accounting Standard - 21 prescribed by the Institute of Chartered Accountants of India, along with the Auditors’ Report form part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in so far as it relates to the Conservation of the Energy and Technology Absorption is not applicable. Particulars with regard to Foreign Exchange Earnings and Outgo - The Company has no such transactions.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, unpaid/unclaimed dividend for the Financial Year 2008-2009 has been transferred to the Investor Education and Protection Fund.

APPRECIATION

Your Directors place on record their deep appreciation for the committed services rendered by the employees of your Company.

For and on behalf of the Board of Directors

A. K. Kothari D.K. Mantri

Kolkata Director Director

May 30, 2017 (DIN: 00051900) (DIN: 00075664


Mar 31, 2016

Dear Shareholders,

We have pleasure in presenting the 69th Annual Report of the Company along with the Audited Statements
of Accounts for the year ended 31st March, 2016. The Financial Results for the year are shown below :-

FINANCIAL RESULTS (Amounting ''000)

2015-2016 2014-2015

Profit from operations, Dividend,
Interest and Rent Income 4,03,587 4,43,593

Less: Depreciation 2,077 1,346

Profit before tax 4,01,510 4,42,247

Less: Provision for taxation 23,500 31,000

Add : MAT credit entitlement 11,095 12,943

Profit after taxation 3,89,105 4,24,190

Add: Balance brought forward 17,39,757 17,38,375

Profit available for appropriation 21,28,862 21,62,565

Appropriations :

Special Reserve 77,821 84,838

Proposed Dividend 1,97,719 1,97,719

Corporate Dividend Tax 40,251 40,251

General Reserve 1,00,000 1,00,000

Balance carried forward 17,13,071 17,39,757

21,28,862 21,62,565

The profitability of the Company for the year under review appears less, the reason being less dividend
and interest received in the current year. International Markets were not favorable and disappointments
on macro front locally were the major factors affecting the capital markets. In order to control high
inflation, RBI has continued tighter monetary policies resulting in higher interest rates on the borrowings
by the various Companies affecting their margins.

The economy has grown by about 7.3% in 2015-2016 and RBI has pegged the 7.5% GDP growth for
the current fiscal year.

There is no change in the nature of the business of the Company. There were no significant orders
passed by regulators neither there were any material changes and commitments effecting the financial
position of the company.

The company has in place an internal control system which ensures proper recording of financial
information and various regulatory and statutory compliances. The Company has in place a proper and
efficient Risk Assessment and Minimization Programme.

DIVIDEND

The Board of Directors has recommended a dividend of Rs, 25/- (Rupees Twenty Five only) per equity
share of Rs, 10/- each equivalent to 250% (two hundred fifty percent) on the paid up equity share capital
of the Company for the year ended 31st March, 2016 as against Rs, 25/- (Rupees Twenty Five only)
equivalent to 250% (two hundred fifty percent) paid in the previous year on the equity shares of Rs, 10/-
each. The dividend will be paid when declared by the shareholders in accordance with law. The
dividend will be free of tax in the hands of the shareholders. The Company will have to pay dividend
distribution tax at the rate of 15% plus applicable surcharge and education cess, aggregating about
20.358% on the dividend amount so distributed.

TRANSFER TO RESERVES

The Company proposes to transfer Rs, 1,000 lacs to the General Reserve out of the amount available
for appropriation and an amount of -Rs, 17,130.71 lacs is proposed to be retained in the profit and loss account.

DIRECTORS

The Board of Directors at their meeting held on 6th November, 2015 appointed Smt. Surbhi SInghi
(DIN : 03275338) as an Additional Director and Independent Non-Executive Director of the Company.
Smt. Surbhi Singhi holds office up to the date of the forthcoming Annual General Meeting and is
eligible for appointment. Details of the proposal for the appointment of Smt. Surbhi Singhi as an
Independent Director are mentioned in the Notice of the 69th Annual General Meeting of the Company
alongwith the Explanatory Statement as required under Section of 102 of the Companies Act, 2013.
Her appointment is appropriate and in the best interest of the Company.

Shri Basant Kumar Birla (DIN: 00055856) will be retiring at the ensuing Annual General Meeting
and being eligible, offers himself for being re-elected.

All the Independent Directors of the Company had a separate meeting on 30th December, 2015 to
review the performance and evaluation of Independent Directors and Board as a whole. The overall
outcome from the evaluation was that the Board and its individual Directors have performed effectively.
The Independent Directors of the Company have confirmed and declared that they are not disqualified
to act as an Independent Director pursuant to the provisions of section 149 of the Companies Act,
2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions
specified in the Companies Act, 2013 making them eligible to act as an Independent Director.
All directors including Independent Directors and Key Managerial Personnel of the Company have
confirmed compliance with the Code of Conduct applicable to the Directors and employees of the
Company and the declaration in this regard is made by the Executive Director which forms a part of
this report as an Annexure.

The details of number and dates of Board Meetings and Committee Meetings including attendance of
Directors is given in the attached Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the
best of their knowledge and belief confirm that –

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies as mentioned in Note 2.1 of Notes to
Financial Statements 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 as on 31st March, 2016 and the Profit or Loss
of the Company for the financial year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of the aforesaid Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

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

(vi) there is a proper system to ensure compliance with the provisions with all applicable laws
and that such systems are adequate and operating effectively.

LISTING OF EQUITY SHARES

During the year under review the Company had made an application for listing of the Equity Shares
directly with National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange
Limited. You will be pleased to know that the Equity Shares of the Company had been listed with
National Stock Exchange of India Limited and BSE Limited with effect from 8th December, 2015 and
18th May, 2016 respectively. The listing application made to The Calcutta Stock Exchange had been
withdrawn.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is attached as Annexure- A in the prescribed form MGT- 9, which forms
part of this report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel
of the Company are – Shri R. A. Makharia, Executive Director, Shri N. K. Baheti, Chief Financial
Officer and Shri R. S. Kashyap, Company Secretary. There has been no change in the Key Managerial
Personnel during the year.

Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2016
are mentioned in the Extract of the Annual Return which is attached as Annexure - A and forms part
of this report.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies
Act, 2013. However the NIL disclosure in prescribed form AOC-2 is attached and the same forms part of this report.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Shri D. K. Mantri, Shri K. K. Daga and Shri A. V.
Jalan as members. The Company Secretary is acting as the Secretary of the Committee. The
Executive Director and the Chief Financial Officer are permanent invitees to the meeting to give
clarifications on accounts related issues. The Board had accepted all the recommendations as and
when forwarded by the Audit Committee. The Company has in place a vigil mechanism viz. Whistle
Blower Policy the details of which are available on the Company''s website www.pilaniinvestment.com.

The details of terms of reference of the Audit Committee and other details relating to number of
meetings and dates on which held including the attendance of each member are given separately in the attached Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of Shri D. K. Mantri, Shri K.
K. Daga and Shri A. V. Jalan. The Company Secretary is acting as the Secretary of the Committee.
The said Committee had devised a policy named as Nomination and Remuneration Policy which has
been approved by the Board and a copy of the same is available on the Company''s website
www.pilaniinvestment.com and is attached as Annexure – B and forms part of this Report.
The details of terms of reference of the Nomination and Remuneration Committee and other details
relating to number of meetings and dates on which held including the attendance of each member
are given separately in the attached Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee (CSR Committee) of the Board comprises of Shri B.
K. Birla, Shri D. K. Mantri and Shri R. A. Makharia. The said Committee had devised a policy named
as Corporate Social Responsibility Policy which has been approved by the Board and a copy of the
same is available on the Company''s website www.pilaniinvestment.com and is attached as Annexure
- C and forms a part of this report.

The details of terms of reference of the Corporate Social Responsibility Committee and other details
relating to number of meetings and dates on which held including the attendance of each member are given separately in the attached Corporate Governance Report.

During the year your Company had contributed Rs. 115.15 lacs to various Trusts/Institutions working
in the areas which is strictly in consonance with the CSR policy of the Company. The details of CSR
expenditure in prescribed form is annexed as Annexure- D and forms part of this report.

SUBSIDIARY COMPANIES

The Company has two subsidiaries as on 31st March, 2016. Pursuant to the provisions of Section129(3)
of the Companies Act, 2013, a statement containing salient features of the financial statements of
the Company''s Subsidiaries in Form AOC-1 is attached with this report. The Audited Accounts and
Directors Report of the Subsidiaries are annexed hereto.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate Report on Corporate
Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors
of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.

SECRETARIAL AUDIT

In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit
was conducted during the year by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing
Company Secretary. The Secretarial Auditor''s Report is attached as Annexure- E and forms part of
this report. The observations made in the Secretarial Auditors Report are self explanatory.

AUDITORS

S.R. Batliboi & Co. LLP, the Statutory Auditors of the Company had been re-appointed as the Statutory
Auditors of the Company for a period of three years at the 67th Annual General Meeting held on 29th
August, 2014. At the ensuing Annual General Meeting the appointment of the Statutory Auditors will
be ratified.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and, therefore, do not call for any
further explanation under Section 134 (3)(f)(i) of the Companies Act 2013.

EMPLOYEES

Information required under Section 197 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure –F and forms part of this report.

DEPOSITS

The Company has not accepted any public deposit during the year. Hence, no information is required
to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements have been prepared by the Company in accordance with the
requirements of Accounting Standard – 21 and forms part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO

The Company has no manufacturing activity and therefore, the disclosure of particulars as required
to be appended under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules,
2014, in so far as it relates to the Conservation of the Energy and Technology Absorption is not
applicable. Particulars with regard to Foreign Exchange Earnings and Outgo – The Company has no such transactions.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, unpaid/unclaimed dividend for the Financial Year 2007-2008 has been
transferred to the Investor Education and Protection Fund.

APPRECIATION

Your Directors place on record their deep appreciation for the committed services rendered by the
employees of your Company.

For and on behalf of the Board of Directors

Kolkata R. A. Makharia D.K. Mantri

May 30, 2016 Executive Director Director

(DIN: 00103430) (DIN: 00075664)


Mar 31, 2015

Dear Shareholders,

We have pleasure in presenting the 68th Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2015. The Financial Results for the year are shown below :-

FINANCIAL RESULTS (Amount in Rs,'000)

2014-2015 2013-2014

Profit from operations, Dividend, Interest and Rent Income 4,43,593 6,39,441

Less: Depreciation 1,346 1,579

Profit before tax 4,42,247 6,37,862

Less: Provision for taxation 31,000 38,197

Add : MAT credit entitlement 12,493 --

Profit after taxation 4,24,190 5,99,665

Add: Balance brought down 17,38,375 16,89,966

Profit available for appropriation 21,62,565 22,89,631

Appropriations :

Special Reserve 84,838 1,19,935

Proposed Dividend 1,97,719 1,97,719

Corporate Dividend Tax 40,251 33,602

General Reserve 1,00,000 2,00,000

Balance carried forward 17,39,757 17,38,375

21,62,565 22,89,631

The profitability of the Company for the year under review appears less, the reason being less dividend received in the current year. International Markets were not favorable and disappointments on macro front locally were the major factors affecting the capital markets. In order to control high inflation, RBI has continued tighter monetary policies resulting in higher interest rates on the borrowings by the various Companies affecting their margins. The economy has grown by about 5% in 2014-2015 and RBI has pegged the GDP growth for the current fiscal year at the same level.

There is no change in the nature of the business of the Company. There were no significant orders passed by regulators neither there were any material changes and commitments effecting the financial position of the company.

DIRECTORS' REPORT

The company has in place an internal control system which ensures proper recording of financial information and various regulatory and statutory compliances. The Company has in place a proper and efficient Risk Assessment and Minimization Programme.

DIVIDEND

The Board of Directors has recommended a dividend of Rs. 25/- (Rupees Twenty Five only) per equity share of Rs. 10/- each equivalent to 250% (two hundred fifty percent) on the paid up equity share capital of the Company for the year ended 31st March, 2015 as against Rs. 25/- (Rupees Twenty Five only) equivalent to 250% (two hundred fifty percent) paid in the previous year on the equity shares of T 10/- each. The dividend will be paid when declared by the shareholders in accordance with law. The dividend will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax at the rate of 15% plus applicable surcharge and education cess, aggregating about 20.358% on the dividend amount so distributed.

DIRECTORS

During the year Shri P. K. Khaitan, Non Executive Independent Director of the Company had resigned with effect from 29th May, 2014 to comply with the provisions of Section 165 of the Companies Act 2013.

The Board of Directors at their meeting held on 13th August, 2014 appointed Smt. Sucharita Basu De as an Additional Director and Independent Non-Executive Director of the Company with effect from 13th August, 2014. Smt. Sucharita Basu De holds office upto the date of the forthcoming Annual General Meeting and is eligible for appointment. Details of the proposal for the appointment of Smt. Sucharita Basu De as an Independent Director are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 68th Annual General Meeting of the Company. Her appointment is appropriate and in the best interest of the Company.

Shri Kumar Mangalam Birla will be retiring at the ensuing Annual General Meeting and being eligible, offers himself for being re-elected.

All the Independent Directors of the Company had a separate meeting on 30th December 2014 to review the performance of the Executive Director and also carried out the collective evaluation of the Board. Further the Board evaluated the performance of the Executive Director, Independent Directors Committees of the Board and of its own. The overall outcome from the evaluation was that the Board and its Independent Directors have performed effectively.

The Independent Directors of the Company have confirmed and declared that they are not disqualified to act as an Independent Director pursuant to the provisions of section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as an Independent Director.

All directors including Independent Directors and Key Managerial Personnel of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the

DIRECTORS' REPORT

company and the declaration in this regard is made by the Executive Director which forms a part of this report as an Annexure.

The details of numbers and dates of Board Meetings and Committee Meetings including attendance of Directors is given in the attached Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with the provisions of Section 134 of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that –

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed Along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies as mentioned in Note 2.1 of the Notes to Financial Statements 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 as on 31st March, 2015 and the Profit or Loss of the Company for the financial year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

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

(vi) there is a proper system to ensure compliance with the provisions with all applicable laws and that such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is attached as Annexure - A in the prescribed form MGT - 9, which forms part of this report.

KEY MANAGERIAL PERSONNEL

In compliance of section of 203 of the Companies Act, 2013 Shri N. K. Baheti had been appointed as the Chief Financial Officer of the Company with effect from 29th January 2015.

Remuneration and other details of the key managerial personnel for the year ended 31st March 2015 are mentioned in the Extract of the Annual Return which is attached as Annexure - A and forms a part of this report.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies Act, 2013. Information on transactions with Related Parties are given in prescribed form DIRECTORS' REPORT — (Contd.) AOC - 2 and the same forms part of this report.

AUDIT COMMITTEE

The Audit Committee of the Company comprises of Shri D. K. Mantri, Shri K. K. Daga, Shri A. V. Jalan and Smt. Sucharita Basu De as members. The Company Secretary is acting as the Secretary of the Committee. The Executive Director and the Chief Financial Officer are permanent invitees to the meeting to give clarification on accounts related issues. The Board had accepted all the recommendations as and when forwarded by the Audit Committee. The Company has in place a vigil mechanism viz. Whistle Blower Policy the details of which are available on the Company's website www.pilaniinvestment.com.

The details of terms of reference of the Audit Committee and other details relating to number of meetings and dates on which held including the attendance of each member are given separately in the attached Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of Shri D. K. Mantri, Shri K. K. Daga and Shri A.V. Jalan. The Company Secretary is acting as the Secretary of the Committee. The said Committee had devised a policy named as Nomination and Remuneration Policy which has been approved by the Board and a copy of the same is available on the Company's website www.pilaniinvestment.com. and is attached as Annexure - B and forms part of this Report.

The details of terms of reference of the Nomination and Remuneration Committee and other details relating to number of meetings and dates on which held including the attendance of each member are given separately in the attached Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee (CSR Committee) of the Board comprises of Shri B. K. Birla, Shri D. K. Mantri and Shri R. A. Makharia. The said Committee had devised a policy named as Corporate Social Responsibility Policy which has been approved by the Board and a copy of the same is available on the Company's website www.pilaniinvestment.com. and is attached as Annexure - C and forms part of this Report.

The details of terms of reference of the Corporate Social Responsibility Committee and other details relating to number of meetings and dates on which held including the attendance of each member are given separately in the attached Corporate Governance Report.

During the year your Company had contributed Rs.109.00 lacs to various Trusts/Institutions working in the areas which is strictly in consonance with the CSR policy of the Company. The details of CSR expenditure in prescribed form is annexed as Annexure-D and forms part of this Report.

SECRETARIAL AUDIT

In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing Company Secretary. The Secretarial Auditor's Report is attached as Annexure-E and forms part of this report. There are no qualifications/observations/remarks made by the Secretarial Auditor in his report.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

SUBSIDIARY COMPANY

The Audited Accounts and Directors' Report of the subsidiaries are annexed hereto.

AUDITORS

S.R. Batliboi & Co. LLP, the Statutory Auditors of the Company had been reappointed as the Statutory Auditors of the Company for period of three years at the 67th Annual General Meeting held on 29th August 2014. At the ensuing Annual General Meeting the appointment of the Statutory Auditors will be ratified.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and, therefore, do not call for any further explanation under Section 134(3)(f)(i) of the Companies Act, 2013.

EMPLOYEES

Information required under Section 197 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - F and forms part of this report.

DEPOSITS

The Company has not accepted any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements have not been prepared by the Company due to non-availability of accounts of one of the Associate Companies.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in so far as it relates to the conservation of the Energy and Technology Absorption is not applicable

Particulars with regard to Foreign Exchange earnings and outgo - The Company has no such transactions.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, unpaid/unclaimed dividend for the Financial Year 2006-2007 has been transferred to the Investor Education and Protection Fund.

APPRECIATION

Your Directors place on record their deep appreciation for the committed services rendered by the employees of your Company.

For and on behalf of the Board of Directors

Kolkata R. A. MAKHARIA B. K. BIRLA D. K. MANTRI

May 27, 2015 Executive Director Director Director


Mar 31, 2014

Dear Shareholders,

We have pleasure in presenting the 67th Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2014. The Financial Results for the year are shown below :-

FINANCIAL RESULTS (Amount in Rs ''000) 2013-2014 2012-2013

Profit from operations, Dividend,

Interest and Rent Income 6,39,441 5,70,789

Profit on sale of shares - 13,70,118

Less: Depreciation 1,579 248

Profit before tax 6,37,862 19,40,659

Less: Provision for taxation 38,197 3,51,300

Profit after taxation 5,99,665 15,89,359

Add: Balance brought down 16,89,966 8,09,800

Profit available for appropriation 22,89,631 23,99,159

Appropriations :

Special Reserve 1,19,935 3,17,872

Proposed Dividend 1,97,719 1,97,719

Corporate Dividend Tax 33,602 33,602

General Reserve 2,00,000 1,60,000

Balance carried forward 17,38,375 16,89,966

22,89,631 23,99,159

The profitability of the Company for the year under review appears less, the reason being the profit on the sale of shares in the previous year and dividend not received on it in the current year. International Markets were not favourable and disappointments on macro front locally were the major factors affecting the capital markets. In order to control high inflation, RBI has continued tighter monetary policies resulting in higher interest rates on the borrowings by the various Companies affecting their margins. The economy has grown by about 5% in 2013-2014 and RBI has pegged the GDP growth for the current fiscal year at the same level.

DIRECTORS'' REPORT — (Contd.)

This report has been prepared on the basis of the legal requirements under the Companies Act, 1956. As per General Circular no. 08/2014 issued by the Ministry of Corporate Affiars (MCA) dated 04-04- 2014, the provisions of the Companies Act, 2013 will become applicable for all disclosures required under the Act for the year 2014-15 and subsequent years.

DIVIDEND

The Board of Directors has recommended a dividend of Rs. 25/- (Rupees Twenty Five only) per equity share of Rs. 10/- each equivalent to 250% (two hundred fifty percent) on the paid up equity share capital of the Company for the year ended 31st March, 2014 as against Rs. 25/- (Rupees Twenty Five only) equivalent to 250% (two hundred fifty percent) paid in the previous year on the equity shares of T 10/- each. The dividend will be paid when declared by the shareholders in accordance with law. The dividend will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax at the rate of 15% plus applicable surcharge and education cess, aggregating about 16.995% on the dividend amount so distributed.

CORPORATE SOCIAL RESPONSIBILITY

During the year, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of Shri B. K. Birla, Shri D. K. Mantri and Shri R. A. Makharia.

The said committee has been entrusted with the responsibility of formulating and recommending to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company, monitoring and implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

DIRECTORS

In view of the provisions of the Companies Act, 2013 read with provisions of the Listing Agreement, 1/3 of the Directors on the board are required to be Independent Directors.

Independent Directors are not to be considered for the purpose of determining the directors liable to retire by rotation. Three of the existing directors viz. Shri P. K. Khaitan, Shri D. K. Mantri and Shri K. K. Daga are Independent Directors. Shri R. A. Makharia is the Executive Director, not liable to retire by rotation. 1/3 of the remaining directors are liable to retire by rotation. Accordingly, Shri A. V. Jalan will be retiring at the ensuing Annual General Meeting and being eligible, offers himself for being re-elected. So far as the above three Independent Directors are concerned at the ensuing Annual General Meeting of the company, they would be appointed as the Independent Directors of the Company for a term of 5 consecutive years commencing from the date of the said meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that –

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies as mentioned in Note 2.1 of the Notes to Financial Statements and applied them consistently and made judgements 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 as on 31st March, 2014 and the Profit or Loss of the Company for the financial year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

SUBSIDIARY COMPANY

The Audited Accounts and Directors'' Report of the subsidiary are annexed hereto.

AUDITORS

S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration Number : 301003E) the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Under the Companies Act, 2013 the Company''s Statutory Auditors have compulsorily to retire by rotation after a fixed period. M/s. S. R. Batliboi & Co.LLP who have been the Company''s Auditors for over 10 years are also due to retire but there is cooling off period of three years inclusive of 2014-2015. Hence M/s. S. R. Batliboi & Co.LLP are proposed to be reappointed for three years from the year 2014-2015 to be ratified every year and accordingly a resolution for their re-appointment will be placed before the Annual General Meeting for consideration by the share holders.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and, therefore, do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are not applicable as no employee was in receipt of such remuneration as provided under the said Section.

DEPOSITS

The Company has not accepted any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, unpaid/unclaimed dividend for the financial year 2005-2006 has been transferred to the Investor Education and Protection Fund.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under Section 217(1)(a) of the Companies Act, 1956, in so far as it relates to the Conservation of the Energy and Technology Absorption is not applicable. Particulars with regard to Foreign Exchange Earnings and Outgo - The Company has no such transactions.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard-21 issued by the Institute of Chartered Accountants of India and as stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges with which the Shares of the Company are listed. The audited Consolidated Financial Statements form part of the Annual Report.

APPRECIATION

Your Directors place on record their deep appreciation for the committed services rendered by the employees of your Company.

For and on behalf of the Board of Directors

Kolkata R. A. MAKHARIA B. K. BIRLA May 27, 2014 Executive Director Director


Mar 31, 2013

TO THE SHAREHOLDERS

Dear Shareholders,

The have pleasure in presenting the Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2013. The Financial Results for the year are shown below :-

FINANCIAL RESULTS (Amount in ''000)

2012-2013 2011-2012

Profit from operations, Dividend, Interest and Rent Income 19,40,907 4,36,958

Less: Depreciation 248 151

Profit before tax 19,40,659 4,36,807

Less: Provision for taxation 3,51,300 9,233

Profit after taxation 15,89,359 4,27,574

Add: Balance brought down 8,09,800 7,57,535

Profit available for appropriation 23,99,159 11,85,109

Appropriations :

Special Reserve 3,17,872 85,515

Proposed Dividend 1,97,719 1,97,719

Corporate Dividend Tax 33,602 32,075

General Reserve 1,60,000 60,000

Balance carried forward 16,89,966 8,09,800

23,99,159 11,85,109

The profitability of the Company for the year under review has increased substantially mainly due to profit on sale of shares of a company and more dividend income from Mutual Funds. News from Overseas Markets mostly fuelled by debt crisis in Europe and disappointments on macro front locally were the major factors for the capital markets affected. In order to control high inflation, RBI has continued tighter monetary policies resulting in higher interest rates on the borrowings by various companies affecting their margins. The economy has grown by 5.5% in 2012-2013 and RBI has pegged GDP growth rate for the current fiscal year at 6.5%.

DIVIDEND

The Board of Directors has recommended a dividend of 25/- (Rupees Twenty Five only) per equity share of 10/- each equivalent to 250% (two hundred fifty percent) on the paid up equity share capital of the Company for the year ended 31st March, 2013 as against 25/- (Rupees Twenty Five only) equivalent to 250% (two hundred fifty percent) paid in the previous year on the equity shares of 10/ - each. The dividend will be paid when declared by the shareholders in accordance with law. The dividend will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax at the rate of 15% plus applicable surcharge and education cess, aggregating about 16.995% on the dividend amount so distributed.

DIRECTORS

Shri Basant Kumar Birla and Shri Pradip Kumar Khaitan, Directors of the Company retire from the office by rotation at the forthcoming Annual General Meeting but being eligible offer themselves for re- election.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that –

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies as mentioned in Note 2.1 of the annual accounts and applied them consistently and made judgements 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 as on 31st March, 2013 and the Profit or Loss of the Company for the financial year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

SUBSIDIARY COMPANY

The Audited Accounts and Directors'' Report of the subsidiary are annexed hereto.

During the year the Company has made an application to Reserve Bank of India for converting itself into a Core Investment Company (CIC) and for this, one more wholly owned subsidiary was incorporated namely PIC Realcon Limited and transferred certain investments in the non group companies to PIC Realcon Limited to qualify itself as CIC.

AUDITORS

S.R. Batliboi & Co. LLP, the Statutory Auditors of the Company, retire, and being eligible, offer themselves for reappointment.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and, therefore, do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are not applicable as no employee was in receipt of such remuneration as provided under the said Section.

DEPOSITS

The Company has not accepted any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under Section 217(1)(a) of the Companies Act, 1956, in so far as it relates to the Conservation of the Energy and Technology Absorption is not applicable. Particulars with regard to Foreign Exchange Earnings and Outgo appear in Note 27 to the accounts and forming part of this Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard-21 issued by the Institute of Chartered Accountants of India and as stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges with which the Shares of the Company are listed. The audited Consolidated Financial Statements form part of the Annual Report.

APPRECIATION

Your Directors place on record their deep appreciation for the committed services rendered by the employees of your Company.

For and on behalf of the Board of Directors

Kolkata R. A. MAKHARIA P. K. KHAITAN

May 28, 2013 Executive Director Director


Mar 31, 2012

The have pleasure in presenting the Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2012. The Financial Results for the year are shown below

FINANCIAL RESULTS (Amount in Rs.'000)

2011-2012 2010-2011

Profit from operations, Dividend,

Interest and Rent Income 4,36,958 4,46,728

Less: Depreciation 151 158

Profit before tax 4,36,807 4,46,570

Less: Provision for taxation 9,233 5,000

Less: Deferred taxation - 2,416

Profit after taxation 4,27,574 4,39,154

Add: Balance brought down 7,57,535 6,86,075

Profit available for appropriation 11,85,109 11,25,229 Appropriations:

Special Reserve 85,515 87,900

Proposed Dividend 1,97,719 1,97,719

Corporate Dividend Tax 32,075 32,075

General Reserve 60,000 50,000

Balance carried forward 8,09,800 7,57,535

11,85,109 11,25,229

The profitability of the Company during the year under review appears less mainly due to receipt of lesser dividend from few Companies and provision for diminution in the value of units of some schemes of the Mutual Funds. News from Overseas Markets mostly fuelled by debt crisis in Europe and disappointments on macro front locally were the major factors for the capital markets to fall. In order to control high inflation, RBI has continued tighter monetary policies resulting in higher interest rates on the borrowings by various companies affecting their margins. The economy has grown by 6.9% in 2011-2012 and RBI has pegged GDP growth rate for the current fiscal year at 7.3%.

DIVIDEND

The Board of Directors has recommended a dividend of Rs. 25/- (Rupees Twenty Five only) per share of Rs.10/- each equivalent to 250% (two hundred fifty percent) on the paid up equity share capital of the Company for the year ended 31st March, 2012 as against Rs.25/- (Rupees Twenty Five only) equivalent to 250% (two hundred fifty percent) paid in the previous year on the equity shares of Rs. 10/- each. The dividend will be paid when declared by the shareholders in accordance with law. The dividend will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax at the rate of 15% plus applicable surcharge and education cess, aggregating about 16.2225% on the dividend amount so distributed.

DIRECTORS

Shri Kumar Mangalam Birla and Shri K. K. Daga, Directors of the Company retire from the office by rotation at the forthcoming Annual General Meeting but being eligible offer themselves for re-election.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that

(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies as mentioned in Note 2.1 of the annual accounts 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 as on 31st March, 2012 and the Profit or Loss of the Company for the financial year ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the Report on Corporate Governance.

SUBSIDIARY COMPANY

The Audited Accounts and Directors' Report of the subsidiary are annexed hereto.

AUDITORS

S.R. Batliboi & Co., the Auditors of the Company, retire, and being eligible, offer themselves for reappointment.

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and, therefore, do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are not applicable as no employee was in receipt of such remuneration as provided under the said Section.

DEPOSITS

The Company has not accepted any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANDOUTGO

The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under Section 217(1)(a) of the Companies Act, 1956, in so far as it relates to the Conservation of the Energy and Technology Absorption is not applicable. Particulars with regard to Foreign Exchange Earnings and Outgo appear in Note 29 to the accounts and forming part of this Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard-21 issued by the Institute of Chartered Accountants of India and as stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges with which the Shares of the Company are listed. The Audited Consolidated Financial Statements form part of the Annual Report.

APPRECIATION

Your Directors place on record their deep appreciation for the committed services rendered by the employees of your Company.

For and on behalf of the Board of Directors

Kolkata R. A. MAKHARIA B. K. BIRLA

30th May, 2012 Executive Director Director

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X