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Directors Report of 3P Land Holdings Ltd.

Mar 31, 2019

To the Members,

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

FINANCIAL RESULTS

(Rs. In Lakhs)

(Rs. In Lakhs)

2018-2019

2017-2018

The gross profit /(loss) before interest and Depreciation

101.00

142.10

Adjusting therefrom Finance cost of

135.30

148.69

and Depreciation of

15.80

7.32

The net profit /( Loss)

(50.10)

(13.91)

The balance of Profit brought forward from last year

1208.55

1,212.26

Total

1158.45

1198.35

Less: Provision for Current Taxation of

--

--

Provision/(saving) for Deferred Tax expense of

(30.00)

10.20

Amortization of Goodwill

222.27

-

Loss of amalgamated subsidiary companies for 2017-18

3.62

Totalling to

195.89

(10.20)

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

962.56

1208.55

OPERATIONS:

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

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

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

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

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

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

VENTURES COMPANIES:

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

AUDITORS: STATUTORY AUDITORS:

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

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

SECRETARIAL AUDITORS:

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

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

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

COST AUDITORS:

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

KEY MANAGERIAL PERSONNEL:

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

Mr. Gautam N. Jajodia- Executive Director

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

DIRECTORS:

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

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

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

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

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

SUBSIDIARY:

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

FIXED DEPOSITS:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

EXTRACT OF ANNUAL RETURN:

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

REPORT ON CORPROATE GOVERNANCE:

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

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

SIGNIFICANT ORDERS:

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

BOARD MEETINGS:

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

COMMITTEES OF BOARD:

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

INDEPENDENCE OF THE BOARD:

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

1. Mr. R. C. Saraf

2. Mr. A. K. Somany

3. Mr. Bhavanisingh Shekhawat.

RISK MANAGEMENT POLICY:

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

INTERNAL CONTROL SYSTEM AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

FORMAL ANNUAL EVALUATION BY THE BOARD:

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are given in the Report on Corporate Governance. The Familarisation programme and other disclosures as specified under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company www.pudumjeeindustries.com

WHISTLE BLOWER MECHANISM / VIGIL MECHANISM:

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

PARTICULARS OF EMPLOYEES:

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

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

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

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

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

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

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

AMALGAMATION OF SUBSIDIARY COMPANIES WITH THE COMPANY:

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

REMUNERATION POLICY:

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

DIRECTORS’ RESPONSIBILITY STATEMENT:

The Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

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

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

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

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

ACKNOWLEDGEMENTS:

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

On behalf of the Board of Directors,

Place: Mumbai G. N. Jajodia

Date : 23rd May, 2019 Chairman


Mar 31, 2017

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


Mar 31, 2014

The Directors present the Forty Ninth Annual report on the working of the Company for the year ended 31st March, 2014, together with the Statement of Accounts for that year.

FINANCIAL RESULTS

2013-2014 Previous Year Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 1,057.24 813.40

Adjusting therefrom interest of 682.22 560.47

And Depreciation of 173.99 166.72

The net profit/(Loss) comes to 201.03 86.21

Adding thereto income for earlier year of _ 0.58

The balance of profit brought forward from last year of 1,125.98 1,055.19

The total comes to 1,327.01 1,141.98

Adjusting against this amount the following namely:

Provision for current Taxation of 63.00 16.00

Provision for deferred tax expense/ (saving) of 68.00 - Totalling to 131.00 16.00

There remains a balance of 1,196.01 1,125.98

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

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:-

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. 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 on 31st March, 2014 and of the profit of the company for that period;

iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities and;

iv. the directors had prepared the annual accounts on a going concern basis.

OPERATIONS

The Company has achieved good performance for the year under review, improving upon the profitability despite prevailing recessionary and highly competitive conditions. This has been possible through continuous efforts in cost optimization and improved realization. The Management is conscious of the fact that this improvement needs to be sustained over the coming years through continued efforts towards higher value product mix and better capacity utilization.

The Company has made exit from the Partnership which was engaged in the Real Estate business at Tirupur so as to avoid possibility of losses which may have to be suffered in future in view of the ongoing litigation for tax demands. The accounts recognize a loss of about Rs.111 lacs suffered in this regard.

Pudumjee Hygiene Products Limited, the Company''s wholly-owned subsidiary whilst continuing to concentrate on institutional business, has been able to improve its gross margins, which gains have been offset by the increased fixed and financing costs. The Company is identifying new market segments to reposition some of its products with the objective of increasing the volumes to improve upon the net margins.

Pudumjee Holdings Limited, the Company''s wholly owned subsidiary which was incorporated about two years back for the purpose of engaging in activities relating to investment and finance is yet to undertake any significant activity.

The labour relations in the Company continue to remain cordial.

DIRECTORS

Mr. Shyam M. Jatia who was Chairman and Managing Director of the Company has resigned from the Board with effect from 31st August, 2013. Mr. Jatia was appointed in 1980 as director and subsequently be became Chairman and Managing Director of the Company. The management recognizes the services rendered by him during his tenure.

Mr. G. N. Jajodia will retire by rotation and being eligible, offers himself for re-appointment. Mr. G. N. Jajodia, who was non executive Director was appointed by the board as Executive Director with effect from 1st September, 2013.

Ordinary Resolution has been proposed for his appointment as Executive Director for a period of five years and payment of remuneration to him.

Messrs R. C. Saraf, A. K. Somany, R. P. Shroff, Vinod Kumar Jatia and A. S. Dayal are independent directors under Companies Act, 2013 and therefore are not liable for retirement by rotation, Mrs. Poonam Jatia, who is a promoter, has been appointed as an Additional Director on the Board of the Company with effect from 17.09. 2013. According to the provisions of Section 161 of the companies Act, 2013 she will hold the office upto the date of ensuing Annual General Meeting. A Resolution has been proposed for her appointment.

Mr. Vinod Kuamr Jatia has been appointed as an Independent Additional Director on the Board of the Company with effect from 17.09. 2013. According to the provisions of Section 161 of the companies Act, 2013 he will cease to hold the office on the date of ensuing Annual General Meeting. A Resolution has been proposed for his appointment as an Independent director who will not be liable to retire by rotation. The Directors commend the resolution for your approval.

Mr. Viond Kumar Jatia was appointed as Chairman of the Board with effect from 23rd October, 2013

These resolutions are commended for your approval.

AUDITORS

Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the 51st Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)

Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and marked Annexure ''A''.

During the year under review no employee had drawn in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure ''B''.

On behalf of the Board of Directors,

Place : Mumbai VINOD KUMAR JATIA Dated : 17th May, 2014 Chairman


Mar 31, 2013

The Directors present the Forty Eighth Annual report on the working of the Company for the year ended 31st March, 2013, together with the Statement of Accounts for that year.

FINANCIAL RESULTS

2012-2013 Previous Year Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 813.40 521.48

Adjusting therefrom interest of 560.47 377.79

And Depreciation of 166.72 166.57

The net profit/(Loss) comes to 86.21 (22.88)

Adding thereto income for earlier year of 0.58 7.55

The balance of profit brought forward from last year of 1,055.19 1,070.02

The total comes to 1,141.98 1,054.69

Adjusting against this amount the following namely:

Provision for current Taxation of 16.00 0.50

Provision for deferred tax expense/(saving) of (1.00)

Totalling to 16.00 (0.50)

There remains a balance of 1,125.98 1,055.19

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

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:- i. in the preparation of annual accounts, the applicable accounting standards have been followed and there have not been any material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year on 31st March, 2013 and of the profit of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv. the directors have prepared the annual accounts on a going concern basis.

OPERATIONS

The Company was able to achieve better margins on its products during the year despite the ongoing slow down and recessionary conditions in the Country. The Management continues to concentrate its efforts to improve these margins further by higher capacity utilization and cost reduction wherever possible.

With regard to Company''s Real Estate business in Partnership, the inventory is expected to be liquidated in normal course.

Pudumjee Hygiene Products Limited, the Company''s wholly-owned subsidiary has been reducing its exposure to retail market segment and instead is concentrating on institutional business to improve the margins which are currently under pressure. It is also attempting to indigenize certain products by having them locally manufactured, to improve the margins further.

Pudumjee Holdings Limited, the Company''s wholly owned subsidiary incorporated last year would be engaged in the activities relating to investment and finance, in due course.

The labour relations in the Company continue to remain cordial.

DIRECTORS

Messrs A. S. Dayal and R. P. Shroff will retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)

Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and marked Annexure ''A''.

During the year under review no employee had drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure ''B''.

On behalf of the Board of Directors,

Place : Mumbai SHYAM M. JATIA

Dated :23rd May, 2013 Chairman


Mar 31, 2012

The Directors present the Forty Seventh Annual report on the working of the Company for the year ended 31st March, 2012, together with the Statement of Accounts for that year.

FINANCIAL RESULTS

2011-2012 Previous Year Rs In Lacs Rs In Lacs

Gross profit before interest and depreciation 521.48 298.37

Adjusting there from interest of 377.79 393.87

And Depreciation of 166.57 166.31

The net profit/(Loss) comes to (22.88) (261.81)

Adding thereto income for earlier years of 7.55 _

The balance of profit brought forward from last year of 1,070.02 1,226.33

The total comes to 1,054.69 964.52

Adjusting against this amount the following namely:

Provision for Taxation of 0.50 0.50

Provision for deferred tax expense/ (saving) of (1-00) (106.00)

Totaling to (0.50) (105.50)

There remains a balance of 1,055.19 1,070.02

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

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:-

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there have not been any material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year on 31st March, 2012 and of the loss of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv. the directors have prepared the annual accounts on a going concern basis.

OPERATIONS

During the year under review the Company's operations were satisfactory and through concerted efforts it was possible to contain the losses suffered in the last year by judiciously changing the product mix. The costs were contained despite rising trend therein. The steep depreciation of Rupee has put higher pressures on the margins and the Management would concentrate its efforts to contain its impact to the maximum possible extent by suitably updating the product mix, wherever possible.

With regard to Company's Real Estate business in Partnership, Villas are under construction and inventory is expected to be liquidated soon in the normal course.

The wholly-owned subsidiary of the Company; namely; Pudumjee Hygiene Products Limited's margins remained under pressure during the year, due to contracted selling prices for the institutional business and exposure to fluctuating prices of purchased tissue paper jumbo rolls. A third party converting facility in Rajasthan has also been set up which is now operating and is expected to help in reducing cos.

Pudumjee Holding Limited, a Company which was recently incorporated have also became a wholly owned subsidiary of your Company. The Company is expected to engage in the activities relating to investment and finance.

The labour relations in the Company have remained cordial.

DIRECTORS

Messrs G. N. Jajodiya and A. K. Somany will retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)

Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and marked Annexure 'A'.

During the year under review no employee had drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure "B"

On behalf of the Board of Directors,

Place : Mumbai SHYAM M. JATIA

Dated : 29th May, 2012 Chairman


Mar 31, 2011

Dear Members,

The Directors present the Forty Sixth Annual report on the working of the Company for the year ended 31st March, 2011, together with the Statement of Accounts for that year.

FINANCIAL RESULTS

2010-2011 Previous Year Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 298.37 679.72

Adjusting therefrom interest of 393.87 300.20

And Depreciation of 166.31 114.07

The net profit/(Loss) comes to (261.81) 265.45

The balance of profit brought forward from last year of 1,226.33 1,092.86

The total comes to 964.52 1,358.31

Adjusting against this amount the following namely:

Provision for Taxation of 0.50 45.00

Provision for deferred tax expense/(saving) of (106.00) 45.00

Divident on Equity Share of – 36.00

Add : Tax on Divident of – 5.98

Totalling to (105.50) 131.98

There remains a balance of 1,070.02 1,226.33 Which the Directors propose to carry forward to next year's accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:-

i. in the preparation of annual accounts, the applicable accounting standards have been followed and there have not been any material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year on 31st March, 2011 and of the loss of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv. the directors have prepared the annual accounts on a going concern basis.

OPERATIONS

Whilst the Company could achieve significant growth in its turnover during the year under review, the unabated rise in inflationary trend in general and cost of inputs in particular especially raw material and fuel, coupled with frequent shutdowns of the paper making machine to stabilize its working after rebuild has put enormous pressure on Company's operations resulting in loss for the year. The Management is concentrating its efforts to suitably revise the product mix so as to improve the profitability of the Company.

Prime Developers, a firm in which the Company is a partner for Real Estate business, is in the process of winding up the project by selling the inventory of Apartments and constructing remaining Villas on made to order basis. The project is expected to be wound-up by the end of the next year. The Company's interest bearing investment in the firm has, therefore, come down to Rs. 5 crores as at 31st March 2011 as against Rs.16 crores as at 31st March 2010.

The Wholly-owned subsidiary of the Company, namely; Pudumjee Hygiene Products Limited (PHPL) engaged in the business of marketing and distribution of Hygiene and other products, is a market leader in its segment, which was able to achieve a higher turnover of about Rs. 85 crores during the year under review with a marginal loss of about Rs. 61 lacs. The Brand 'Greenlime' under which it markets its products, is well recognized and received in the market. The efforts are continuing to further enhance its presence.

The labour relations in the Company have remained cordial.

DIRECTORS

Messrs R. C. Saraf and A. S. Dayal retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Rushabh P. Shroff was appointed as Additional Director with effect from 5th May, 2011. According to the provisions of Section 260 of the Companies Act, 1956 he will cease to hold office on the day of the ensuing Annual General Meeting. The Directors commend for your approval the proposed ordinary resolution for his appointment.

Mr. S. C. Kedia has resigned from the Directorship of the Company with effect from 3rd May, 2011. The Board wishes to place on record its appreciation of his contribution during his tenure on the Board.

AUDITORS

Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)

Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and marked Annexure 'A'.

During the year under review no employee had drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure 'B'.

On behalf of the Board of Directors,

SHYAM M. JATIA Chairman

Place : Mumbai Dated : 26th May, 2011


Mar 31, 2010

The Directors present the Forty Fifth Annual report on the working of the Company for the year ended 31st March, 2010, together with the Statement of Accounts for that year.

FINANCIAL RESULTS

2009-2010 Previous Year Rs. In Lacs Rs. In Lacs

Gross profit before interest and depreciation 679.72 674.57

Adjusting therefrom interest of 300.20 354.56

And Depreciation of 114.07 96.97

The net profit comes to 265.45 223.04

The balance of profit brought forward from last year of 1,092.86 929.82

The total comes to 1,358.31 1,152.86 Adjusting against this amount the following namely:

Provision for Taxation of 45.00 68.00

Provision for deferred tax expense/(saving) of 45.00 (8.00)

Dividend on Equity Shares of 36.00 -

And Tax on Dividend of 5.98 -

Totalling to 131.98 60.00

There remains a balance of 1,226.33 1,092.86

Which the Directors propose to carry forward to next years accounts.

CONSOLIDATED FINANCIAL STATEMENTS

As required by Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India are attached.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:- i. in the preparation of annual accounts, the applicable accounting standards have been followed and there have not been any material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year on 31st March, 2010 and of the profit of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and;

iv. the directors have prepared the annual accounts on a going concern basis.

DIVIDEND

The Directors recommend for your consideration the payment of dividend for the year ended 31st March, 2010 at the rate of Re. 0.20 per share. If approved, the Equity Dividend will, subject to the provisions of Section 206A of the Companies Act, 1956, be paid to those shareholders whose names stand on the Register of Members on 30th August, 2010. The Dividend in respect of shares held in the electronic form will be paid to the beneficial owners of the shares at the close of business hours on 20th August, 2010 as per the details furnished by the Depositories for this purpose.

OPERATIONS

During the year under review Company was able to sustain its performance in terms of profitability despite one of the Paper Machines which remained shut for a protracted period of 202 days awaiting replacement of the major component of the machine “Yankee Dryer”. The opportunity was taken to rebuild the machine with the new Yankee Dryer to speed up and increase its production capacity by about 4000 MT per annum The cost of this investment was about Rs.12 crores.

With regard to Companys Real Estate business in Partnership, the efforts continue on sale of ready apartments, which is expected to be achieved by middle of next year. Construction under phase 3 has been conscientiously deferred till the inventory is sold out. The plans for the 3rd phase include construction of Villas on “made to order” basis instead of the apartments so as to fetch premium and better margin.

The wholly-owned subsidiary of the Company namely; Pudumjee Hygiene Products Ltd., which commenced its business in 2005 and engaged in the business of hygiene products has shown better performance. Its products under "Greenlime” brand are well recognized and continue to get a larger recognition, especially in the premium business segment. The subsidiary has achieved, for the first time, a Profit Before Tax of Rs.54.55 lacs over a turnover of Rs.63.50 crores.

The labour relations in the Company have remained cordial.

DIRECTORS

Messrs G. N. Jajodiya and A. K. Somany retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

Members are requested to appoint Auditors to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

STATEMENTS UNDER SECTIONS 217(1)(e) AND 217(2A)

Statement giving details as required under the provisions of Section 217(1)(e) of the Companies Act, 1956 is attached and marked Annexure A.

During the year under review no employee had drawn remuneration in excess of limits prescribed under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended to date.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, in accordance with the guidelines of the Securities & Exchange Board of India and Clause 49 of the Listing Agreements with the Stock Exchanges, is attached and marked Annexure B.

On behalf of the Board of Directors,

Place : Mumbai SHYAM M. JATIA Dated :20th May, 2010 Chairman

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