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A Oneindia Venture

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Industrial & Prudential Investment Company Ltd.

Mar 31, 2025

The Board of Directors has pleasure to submit the report and Audited Financial Statements for the year ended 31^st March, 2025.

FINANCIAL RESULTS

(Rs. in lakhs)
Particulars	Stanc	alone	Conso.	idated
	Year ended	Year ended	Year ended	Year ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Income	20,43.72	17,30.46	7,31.22	6,05.46
Total Expenses	1,09.19	80.19	1,09.19	80.19
Profit before taxation	19,34.53	16,50.27	59,55.66	50,22.76
Tax Expense	(14.09)	76.91	(14.09)	76.91
Net Profit after taxation	19,48.62	15,73.36	59,69.75	49,45.85
Other Comprehensive Income net of taxes	(9,10.37)	109,44.62	(9,77.18)	109,94.19
Total Comprehensive Income	10,38.25	1,25,17.98	49,92.57	159,40.04
Earnings per equity share (in Rs.) Basic and diluted	116.28	93.88	356.22	295.13
Special Reserve (in terms of Section 45-1C of RBI Act, 1934)	3,89.72	3,14.67	3,78.78	3,16.17

1. WORKING OF THE COMPANY

The Company is a Non-Banking Finance Company (NBFC) and primarily engaged in investment in equity markets for long term value creation. Accordingly, the financial performance of the Company is dependent on that of the stock market movements. The majority part of your Companyâs portfolio consists of investments in diversified companies representing various sectors and balance is invested in fixed income securities. The Company has consistently delivered returns exceeding the benchmark index.

As a key promoter of KSB Limited, which has delivered robust workings and financial performance in the previous year in line with its business plan. The Company is expected to do better in the future in line with the current CAPEX cycle growth.

Other investments have also performed better during the year under review. The management believes that the companyâs investments will continue to do well in future. The portfolio is being managed under the active advice of renowned Investment Banks specialised in investment advisory and changes are being made time to time to seize the long-term opportunities in the market..

2. SHARE CAPITAL

During the year under review there was no change in the share capital of the Company.

The paid up Equity Share Capital of the Company as on 31^st March, 2025 stood at 1,67,58,400 Equity shares comprising of 16,75,840 Equity shares of 10 each.

3. DIVIDEND

The Board of Directors is pleased to recommend a dividend of Rs. 110 per share (1100%) as compared to Rs. 90 per share during previous year on 16,75,840 Equity shares, subject to approval of members at the ensuing Annual General Meeting. Dividend shall be paid subject to deduction of tax at the rates prescribed as per the Income Tax Act, 1961.

4. HOLDING COMPANY

Paharpur Cooling Towers Limited (PCTL) controls the composition of the Board of Directors of the Company. Consequently, the Company in terms of section 2(87)(i) read with Explanation (b) of the Companies Act, 2013 (hereinafter referred to as âthe Actâ), is the subsidiary of PCTL.

5. CONSOLIDATED FINANCIAL STATEMENTS (CFS)

The consolidated audited financial statements for the period under review forms part of the Annual Report. The said statement reflects the Companyâs share in the operations of associate company namely KSB Limited.

6. SUBSIDIARY AND ASSOCIATE COMPANY

The Company holds 21.55% of share capital of KSB Limited; therefore, it is an Associate Company in terms of section 2(6) of the Act. A statement containing features of financial statement of associate company is annexed to the financial statements in Form âAOC-1â

7. DIRECTORS

Board of Directors As at 31^st March, 2025

Sl. No	Name of the Director	DIN	Designation	Original date of appointment
1.	Gaurav Swarup	00374298	Chairman and Managing Director	17.04.1990
2.	Probir Roy	00033045	Independent Director	07.11.2017
3.	Ajay Gaggar ⁽¹⁾	00210230	Independent Director	24.07.2024
4.	Vishnu Kumar Tulsyan ⁽²⁾	00638832	Independent Director	20.01.2025
5.	Devina Swarup	06831620	Women Director (Non-Executive)	07.11.2017
6.	Varun Swarup	02435858	Director (Non-Executive)	07.11.2017

Independent directors are appointed for a period of five years.

(1) Mr. Ajay Gaggar (DIN - 00210230) - appointed as Additional Director w.e.f 24-07-2024

(2) Mr. Vishnu Kumar Tulsyan (DIN 00638832) - appointed as Additional Director w.e.f 20-01-2025

(3) Mr. Anish Kishore Modi (DIN: 00031232) - completion of second term of 5 years i.e upto close of business hours on 23-09-2024.

(4) Mr Debanjan Mandal (DIN - 00469622) - resigned w.e.f close of business hours 31-10-2024

As per regulation 17[1D) of LODR with effect from April 1, 2024, Mr. Varun Swarup and Ms. Devina Swarup, directors liable to retire by rotation are to be appointed once in every five years by shareholders in a general meeetring. Both Mr. Varun Swarup and Ms. Devina Swarup, have been re-appointed at the annual general meeting held on 24th August,2023 and 5th August, 2022 respectively.

Ms. Devina Swarup, Director retires by rotation and being eligible offer herself for the reappointment.

A. RETIREMENT BY ROTATION:

Mrs Devina Swarup (DIN: 06831620), director retires by rotation at the ensuing Annual General Meeting. Mrs. Swarup being eligible, offers herself for re-appointment.

B. CHANGES IN BOARD OF DIRECTORS:

Board of Directors as on 31.03.2025.

(1) Mr. Ajay Gaggar (DIN - 00210230) - appointed as Additional Director w.e.f 24.07.2024

(2) Mr. Vishnu Kumar Tulsyan (DIN 00638832) - appointed as Additional Director w.e.f 20.01.2025

(3) Mr. Anish Kishore Modi (DIN: 00031232) - completion of second term of 5 years i.e upto close of business hours on 23.09.2024.

(4) Mr Debanjan Mandal (DIN - 00469622) - resigned w.e.f close of business hours 31.10.2024

As recommended by the Nomination and Remuneration Committee, Mr. Ajay Gaggar (DIN 00210230) was appointed as an Additional director at the Board meeting held on 24.07.2024. To comply with the SEBI regulations Mr. Ajay Gaggar was appointed as an Independent Director of the Company effective dated 24-09-2024 at the Annual General Meeting held on 23.09.2024.

As recommended by the Nomination and Remuneration Committee, Mr. Vishnu Kumar Tulsyan (DIN 00638832) was appointed as an Additional director at the Board meeting held on 20.01.2025. To comply with the SEBI regulations Mr. Vishnu K Tulsyan was appointed as an Independent Director of the Company by passing special resolution by way of postal ballot.

8. KEY MANAGERIAL PERSONNEL

a. Mr. Gaurav Swarup, Chairman and Managing Director;

b. Mr. Arun Kumar Singhania, Chief Financial Officer; &

c. Ms. Shilpishree, Company Secretary and Compliance Officer

Mr. Gaurav Swarup, Mr. Arun Kumar Singhania and Ms. Shilpishree Choudhary are also KMPâs of the Holding Company PCTL. Therefore, their appointments are covered by Sec 203(3) of the Act.

In compliance with the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 [LODR] the following reports are attached to Annual Report.

Sr. No.	Particulars
1	Corporate Governance Report
2	Management Discussion and Analysis Report
3	Financial Summar/Highlights
4	Secretarial Audit Report
5	Annual Secretarial Compliance Report
6	Form AOC 1
7	CSR Annual Report
8	Certificate of non-disqualification of Directors
9	Financial Statements - Standalone Financial Statements - Consolidated Financial Statements

9. BOARD AND COMMITTEE MEETINGS (i) NUMBER OF MEETINGS OF THE BOARD

During the financial year under review the Board of Directors met 6 times(six) times, details of which are provided in the Corporate Governance Report.

Number of Board Meetings held during the year under review: -

Sr. No.	Date	Sr. No.	Date
1	15.04.2024	4	28.10.2024
2	02.05.2024	5	20.01.2025
3	24.07.2024	6	10.02.2025

There have not been any instances during the year when recommendations of Audit Committee were not accepted by the Board.

(ii) BOARD COMMITTEES

1. Audit Committee

2. Stakeholdersâ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Share transfer and Investment Committee

6. Independent Directors

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2024-2025 are provided in the Report on Corporate Governance forming part of this Annual Report. The number of meetings attended by each Director during the financial year 2024 -2025 are also provided in the Report on Corporate Governance. The Independent Directors of the Company held a separate meeting during the financial year 2024-25 details of which are also provided in the Report on Corporate Governance. Formation of Risk Management commitee is not applicable to the Company.

10. DIRECTORSâ RESPONSIBILITY STATEMENT

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that: -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

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

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

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

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

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. AUDIT COMMITTEE

Members of the Audit Committee as on 31.03.2025:

a. Mr. Probir Roy

b. Mr. Ajay Gaggar

c. Mr. Vishnu K Tulsyan

d. Ms. Devina Swarup

The Audit Committee discharges functions in accordance with the Act and LODR. Details of the said committee are set out in the Corporate Governance Report.

12. A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. Probir Roy, Mr. Vishnu K Tulsyan and Mr. Ajay Gaggar, Independent Directors have furnished declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and of LODR.

The Board of Directors have expressed opinion on the Independent Directors in the attached corporate governance report under the heading â(viii) Confirmations by Independent Directors and Boardâs opinionâ

To comply with the SEBI regulations Mr. Ajay Gaggar was appointed as an Independent Director of the Company effective dated 24.09.2024 and Mr Vishnu K Tulsyan was appointed as an Independent Director of the Company effective dated 20.01.2025 by way of passing special resolution by postal ballot.

13. EVALUATION OF THE BOARD, ITS COMMITTEES AND MEMBERS

As required under the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of

i. Boardâs performance

ii. Committees of the Board

iii. Chairperson of the Board and

iv. Individual Directors.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its committees and individual Directors, including the Chairman of the Company. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India from time to time.

For evaluating the Board as a whole, views were sought from the Directors on various aspects of the Boardâs functioning such as degree of fulfilment of key responsibilities, Board Structure and composition, establishment, delineation of responsibilities to various committees, effectiveness of Board processes, information and functioning, Board culture and dynamics, quality of relationship between the Board and the management.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at the Board/Committee Meetings and guidance/

support to the management outside Board/Committee Meetings. In addition, the chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication, communicating effectively with all stakeholders and motivating and providing guidance to the Executive Director.

Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition, effectiveness of meetings, Committee dynamics and quality of relationship of the Committee with the Board and the Management.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of individual Directors.

14. POLICY ON DIRECTORSâ APPOINTMENT, REMUNERATION AND CRITERIA OF INDEPENDENCE OF DIRECTORS

Nomination and Remuneration Committee recommends to the Board appointment of director. With regard to remuneration, except Mr. Gaurav Swarup, all the Directors are non-executive directors. The Company has put in place a policy for Appointment, Remuneration and Evaluation of Directors and KMP.

Non-executive Directors are paid sitting fee as well as commission based on the net profits of the Company.

At the Annual General Meeting of the Company held on 2^nd August, 2019, the Members had approved the payment of commission to non-executive Directors of the Company in accordance with the ceiling laid down in the Act for a period of five years commencing from April 1, 2019. The Nomination and remuneration committee has recommended to enhance the payment of Commission to non-executive Directors of the Company in accordance with the said Act. It is proposed that in terms of Sections 149(9), 197 and 198 of the said Act, the non-executive Directors (including independent directors) be paid enhanced commission amounting to Rs. 2,00,000/- per director commencing from April 1, 2025, profit related commission in accordance with the limits set out in the said Act. This remuneration will be distributed amongst all or some of the Directors in accordance with the directions given by the Board.

15. ANNUAL GENERAL MEETING

Ministry of Corporate Affairs (âMCAâ) and SEBI have permitted the holding of Annual General Meeting through VC or OAVM without the physical presence of Members at a common venue. In compliance with the MCA and SEBI Circulars the 109th Annual General Meeting is being held through VC/OAVM. The Company has appointed MUFG Intime India Private Limited (formerly Link Intime Private Limited) Companyâs RTA to provide this facility. Details are given in the Notice of the 109^th Annual General Meeting. Members are requested to read the instructions in the Notice.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return MGT 7 as on March 31, 2025, is available on the Companyâs website www.industrialprudential.com. The draft MGT 7 will be replaced by the final MGT 7 on the same website after conclusion of the 109^th AGM and after uploading of the same on the MCA website.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Companyâs principal business is dealing in investments and securities and is registered as a Non Banking Financial Company (NBFC) with the Reserve Bank of India. In accordance with section 186 of Companies Act, 2013 details are not required to be given. However, the details of investments are more specifically given in the notes to 08 of audited financial statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no material related party transaction during the year under review with the promoters, directors, Key Managerial Personnel and their relatives. Therefore, no details are required to be disclosed in the Form AOC 2. The details of transactions with related parties as per Ind AS 24 are provided in the accompanying financial statements.

19. MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,

No material changes and financial commitments have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Being an investment company and not involved in any industrial or manufacturing activities, the Company has no particulars to report regarding conservation of energy and technology absorption. During the year under review, the Company did not have any foreign exchange expenditure and foreign exchange earnings.

21. RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 17(9) of the SEBI Listing Regulations. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Internal Auditor evaluates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting and reports to Audit committee and Board of Directors about risk assessment and management procedures and status from time to time.

22. CHANGE IN BUSINESS

There has been no change in the nature of business of the Company.

23. DEPOSITS

The Company had no deposits at the beginning of the Financial Year. The Company not accepted any public deposits under the provisions of the Companies Act, 2013 (âActâ). The Company does not have any outstanding deposits at the end of the Financial Year.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

25. INTERNAL FINANCIAL CONTROL

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The Internal Auditor reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliance with applicable laws and regulations. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee.

26. DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES

No disclosure is required to be made pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, non-executive directors are paid commission related to profits and fees. The Managing Director is not paid remuneration except sitting fees.

The Company has no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. UNCLAIMED SECURITIES

Members are requested to note that in accordance with the Regulation 39(4) read with the Schedule VI of LODR, the Company has transferred unclaimed equity shares to a separate account titled âIndustrial Prudential Unclaimed Securities Suspense Accountâ.

Present outstanding is 38,302 shares (Previous FY: 38,272 shares)

28. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with Sections 124 and 125 of the Companies Act, 2013 (âthe Actâ) and the Rules made thereunder an amount of Rs. 15,24,325.00 for the financial year 2016-17 (previous year Rs. 18,68,500.00 was transferred for the financial year 2015-16), has been transferred during the year to the Investor Education & Protection Fund established by the Central Government.

29. TRANSFER OF SHARES UNDERLYING UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Till this year under review the Company has transferred pursuant to Section 124 of the Act, and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 3140 shares on which dividend had not been paid or claimed for seven consecutive years or more to an IEPF Account established by the Central Government. As stated by the Secretarial Auditor in his report, 2273 shares which were required to be transferred by 31.03.2025 remains untransferred due to administrative and technical difficulties. The same will be transferred during the current year.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

30. REPORTING FRAUD UNDER SECTION 143(12) OF THE ACT

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board under Section 143(12) of the Act, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

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

The Company has put in place a Policy on Prevention of Sexual Harassment of women at Workplace and an Internal Complaints Committee has been set up to redress complaints. During the year under review, no complaint was received during the financial year under review.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide avenues to the stakeholders to bring to the attention of the management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy. The details of the said policy are

included in the report on Corporate Governance.

33. DISCLOSURE OF POLICIES & CODES OF THE COMPANY

The Company has adopted the following policies which are available on the website of the Company.

Sr. no.	Policy / Code
1	Policy for preservation of documents
2	Policy for determining material subsidiary
3	Materiality of related party transactions and on dealing with related party transactions
4	Policy for determination of materiality of events and information
5	Archival Policy
6	Details of familiarization programmes imparted to independent directors
7	Code of conduct for its board of directors and senior management personnel
8	Vigil Mechanism/ Whistle Blower policy
9	Policy relating to remuneration of the directors, key managerial personnel and other employees, Policy on diversity of board of directors
10	Policy on Prevention of Sexual Harassment
11	Code of Conduct to regulate, monitor and report trading by their designated persons
12	Code of Practices and Procedures for Fair Disclosure
13	Policy on Risk Management and Monitoring
14	Investment policy
15	Dividend policy
16	CSR Policy

34. STATUTORY AUDITORS

In accordance with Section 139 (1) and (2) of the Act, M/s S Jaykishan as the Statutory Auditors have been appointed for five years, to audit the accounts for the Financial Years 2022-23 to 2026-27 at the Annual General Meeting held on 05.08.2022.

In accordance with provision of Section 139 of the Act, the Board of Directors has received consent and certificates of eligibility and compliance of criteria under Section 141 of the Act from M/s. S Jaykishan, Chartered Accountants

35. STATUTORY AUDITORSâ REPORT

The Auditorsâ Report and notes to the financial statements are self explanatory and therefore do not call for any further explanation/comments.

There are no qualifications, reservations or adverse remarks in the auditorsâ report.

36. SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Mayur Mehta, Practicing Company Secretary, for a period of 5 years, subject to approval of members at the ensuing AGM to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.

37. CORPORATE GOVERNANCE REPORT

The Annual Report contains a separate section on the Companyâs Corporate Governance practices, together with a certificate from the Companyâs auditor confirmation compliance as per SEBI Listing Regulations.

38. COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

39. ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the regulation 24A of the LODR Annual Secretarial Compliance Report given by Mayur Mehta, Practicing Company Secretary is annexed to this Annual Report. The Company does not have any subsidiary. The same has been filed with the BSE Ltd within prescribed time.

40. COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e. SS-1 and SS-2 relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively.

41. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companyâs CSR initiatives aims to ensure maximum benefit to the community in Health, education and sports. In view of long term commitments, the Companyâs spend on CSR activities has been more than the limits prescribed under Companies Act, 2013.

The CSR liability for the year 2024-25 was Rs (17,467)/-.

Annual Report on Corporate Social Responsibility in accordance with Section 135 of the Act read with the Rules is attached separately to this Annual Report. CSR policy is placed on the website of the Company www.industrialprudential.com.

42. NON DISQUALFICATION OF DIRECTORS

A certificate in this regard has been given by the Secretaial Auditor and it forms part of the annual report. There are no qualification.

ACKNOWLEDGEMENTS:

We thank our members, customers and bankers for their continued support during the year. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

We thank various Ministries of Government of India and Governments of various countries where we have our operations.

Mar 31, 2024

The Directors present their 108^th Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS

(Rs. in thousand)

Particulars	Financial Year 2023 - 2024	Financial Year 2022 - 2023
Income	17,30,46	16,70,40
Total Expenses	80,19	1,06,28
Profit before taxation	16,50,27	15,64,12
Tax Expense	76,91	92,93
Net Profit after taxation	15,73,36	14,71,19
Other Comprehensive Income net of taxes	109,44,62	(33,57,97)
Total Comprehensive Income	1,25,17,98	(18,86,78)
Earnings per equity share (in Rs.) Basic and diluted	93.88	87.79
Special Reserve (in terms of Section 45-1C of RBI Act, 1934)	3,14,67	2,94,24

1. WORKING OF THE COMPANY

The Company being an NBFC, deals in the investments. Its financial performance is dependent on that of the stock market. The Company is one of the promoters of KSB Limited, which has performed well during its year ended 31.12.2023. The Company is expected to do better in the future if the current growth in the economy continues. Other investments made by the Company also performed very well in line with the market.

2. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31^st March, 2024 stood at Rs. 1,67,58,400 comprising of 16,75,840 Equity shares of 10 each.

3. DIVIDEND

The Board of Directors is pleased to recommend a dividend of Rs. 90 per share (Rs. 60 per share previous year) on 16,75,840 Equity shares of face value of Rs. 10 each, subject to approval of members at the ensuing Annual General Meeting. Dividend shall be paid subject to deduction of tax at the rates prescribed as per the Income Tax Act, 1961.

4. HOLDING COMPANY

Paharpur Cooling Towers Limited (PCTL) controls the composition of the Board of Directors of the

Company. Consequently, the Company in terms of section 2(87)(i) read with Explanation (b) of the Companies Act, 2013 (hereinafter referred to as âthe Actâ), is the subsidiary of PCTL.

5. CONSOLIDATED FINANCIAL STATEMENTS (CFS)

6. SUBSIDIARY AND ASSOCIATE COMPANY

7. DIRECTORS

The Company has the following directors as at 31^st March, 2024

Sl. No	Name of the Director	DIN	Status	Original date of appointment
1.	Gaurav Swarup	00374298	Chairman and Managing Director	17.04.1990
2.	Debanjan Mandal	00469622	Independent Director	07.11.2017
3.	Probir Roy	00033045	Independent Director	07.11.2017
4.	Anish Modi*	00031232	Independent Director	24.09.2014
5.	Devina Swarup	06831620	Women Director (Non-Executive)	07.11.2017
6.	Varun Swarup	02435858	Director (Non-Executive)	07.11.2017

Independent directors are appointed for a period of five years.

* Mr. Anish K. Modi (DIN: 00031232) was appointed on 24.09.2014 for a term of 5 years and subsequently for second term of 5 years i.e upto 23-09-2024.

As per regulation 17[1D) of LODR with effect from April 1, 2024, Mr. Varun Swarup and Ms. Devina Swarup, directors liable to retire by rotation are to be appointed once in every five years by shareholders in a general meeting. Both Mr. Varun Swarup and Ms. Devina Swarup, have been re-appointed at the annual general meeting held on 24th August,2023 and 5^th August, 2022 respectively.

A. RETIREMENT BY ROTATION:

Mr. Gaurav Swarup (DIN: 00374298), a director retires by rotation at the ensuing Annual General Meeting. Mr. Swarup being eligible, offers himself for re-appointment.

B. CHANGES IN BOARD OF DIRECTORS:

There has been no change in the composition in the Board of Directors during the year under review.

Mr. Anish K. Modi (DIN: 00031232) was appointed on 24.09.2014 for a term of 5 years and subsequently for second term of 5 years i.e upto 23-09-2024.

As recommended by the Nomination and Remuneration Committee, Mr. Ajay Gaggar (DIN 00210230) was appointed as an Additional director at the Board meeting held on 24.07.2024. To comply with the SEBI regulations Mr. Ajay Gaggar is to be appointed as an Independent Director of the Company effective dated 24.09.2024 at the ensuing Annual General Meeting. The Board of Directors has formed an opinion that

Mr. Gaggar is a person of integrity and possesses relevant expertise and experience. The Board of Directors recommends to the members to pass the special resolution.

8. KEY MANAGERIAL PERSONNEL

a. Mr. Gaurav Swarup, Chairman and Managing Director;

b. Mr. Arun Kumar Singhania, Chief Financial Officer; &

c. Ms. Shilpishree, Company Secretary and Compliance Officer

Mr. Gaurav Swarup, Mr. Arun Kumar Singhania and Ms. Shilpishree Choudhary are also KMPâs of the Holding Company PCTL. Therefore, their appointments are covered by Sec 203(3) of the Act.

In compliance with the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 [LODR] the following reports are attached to Annual Report.

â¦ Corporate Governance Report

â¦ Management Discussion and Analysis Report

â¦ Financial Summar/Highlights

â¦ Secretarial Audit Report

â¦ Annual Secretarial Compliance Report

â¦ Form AOC 1

â¦ CSR Annual Report

â¦ Certificate of non-disqualification of Directors

â¦ Financial Statements

- Standalone Financial Statements

- Consolidated Financial Statements

9. BOARD AND COMMITTEE MEETINGS (i) NUMBER OF MEETINGS OF THE BOARD

During the financial year under review the Board of Directors met 5 times(five) times, details of which are provided in the Corporate Governance Report.

Number of Board Meetings held during the year under review: -

Sr. No.	Date	Sr. No.	Date
1	18.04.2023	4	06.11.2023
2	18.05.2023	5	07.02.2024
3	07.08.2023	-	-

There have not been any instances during the year when recommendations of Audit Committee were not accepted by the Board.

(ii) BOARD COMMITTEES

1. Audit Committee

2. Stakeholdersâ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Share transfer and Investment Committee

6. Independent Directors

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2023-2024 are provided in the Report on Corporate Governance forming part of this Annual Report. The number of meetings attended by each Director during the financial year 2023-2024 are also provided in the Report on Corporate Governance. The Independent Directors of the Company held a separate meeting during the financial year 2023-24 details of which are also provided in the Report on Corporate Governance

10. DIRECTORSâ RESPONSIBILITY STATEMENT

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that: -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

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

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

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. AUDIT COMMITTEE

Members of the Audit Committee:

a. Mr. Probir Roy

b. Mr. Anish K. Modi

c. Mr. Debanjan Mandal

d. Ms. Devina Swarup

The Audit Committee discharges functions in accordance with the Act and LODR. Details of the said committee are set out in the Corporate Governance Report.

12. A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. Probir Roy, Mr. Debanjan Mandal and Mr. Anish Kishore Modi, Independent Directors have furnished declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and of LODR.

To comply with the SEBI regulations, Mr. Ajay Gaggar is to be appointed as an Independent Director of the Company effective dated 24.09.2024 at the ensuing annual general meeting. Mr. Ajay Gaggar has also furnished a certificate of Independence.

13. EVALUATION OF THE BOARD, ITS COMMITTEES AND MEMBERS

As required under the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of

i. Boardâs performance

ii. Committees of the Board

iii. Chairperson of the Board and

iv. Individual Directors.

Similarly, views from the Directors were also sought on performance of individual Directors covering various aspects such as attendance and contribution at the Board/Committee Meetings and guidance/ support to the management outside Board/Committee Meetings. In addition, the chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and promoting effective relationships and open communication, communicating effectively with all stakeholders and motivating and providing guidance to the Executive Director.

14. POLICY ON DIRECTORSâ APPOINTMENT, REMUNERATION AND CRITERIA OF IN EPENDENCE OF DIRECTORS

Non-executive Directors are paid sitting fee as well as commission based on the net profits of the Company. The members have approved payment of commission within the limit laid down in the Act.

On recommendation of Nomination and Remuneration Committee, the Board has approved the continuation of payment profit related commission to non-executive directors including Independent Directors every year as decided by the Board from time to time.

15. ANNUAL GENERAL MEETING

Ministry of Corporate Affairs (âMCAâ) and SEBI have permitted the holding of Annual General Meeting through VC or OAVM without the physical presence of Members at a common venue. In compliance with the MCA and SEBI Circulars the 108th Annual General Meeting is being held through VC/OAVM. The Company has appointed Link Intime Private Limited (RTA) to provide this facility. Details are given in the Notice of the 108th Annual General Meeting. Members are requested to read the instructions in the Notice.

16. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return MGT 7 as on March 31, 2024, is available on the Companyâs website www.industrialprudential.com. The draft MGT 7 will be replaced by the final MGT 7 on the same website after conclusion of the 108th AGM and after uploading of the same on the MCA website.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Companyâs principal business is dealing in investments and securities and is registered as a Non Banking Financial Company (NBFC) with the Reserve Bank of India. In accordance with section 186 of Companies Act, 2013 details are not required to be given. However, the details of investments are given in the Note no. 08 of the Financial Statements.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There is no material related party transaction during the year under review with the promoters, directors, Key Managerial Personnel and their relatives. Therefore, no details are required to be disclosed in the Form AOC 2. The details of transactions with related parties as per Ind AS 24 are provided in the accompanying financial statements.

19. MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,

No material changes and financial commitments have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

21. RISK MANAGEMENT

22. CHANGE IN BUSINESS

There has been no change in the nature of business of the Company.

23. DEPOSITS

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

25. INTERNAL FINANCIAL CONTROL

26. DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES

The Company has no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

27. UNCLAIMED SECURITIES

Present outstanding is 38,272 Equity Shares (Previous FY: 38,942 Equity Shares)

28. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with Sections 124 and 125 of the Companies Act, 2013 (âthe Actâ) and the Rules made thereunder an amount of Rs. 18,68,500.00 for the financial year 2015-16, has been transferred during the year to the Investor Education & Protection Fund established by the Central Government.

29. TRANSFER OF SHARES UNDERLYING UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Till this year under review the Company has transferred pursuant to Section 124 of the Act, and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, 3140 shares on which dividend had not been paid or claimed for seven consecutive years or more to an IEPF Account established by the Central Government. As reported by the auditor, 2273 shares which were required to be transferred by 31.03.2024 remains untransferred due to administrative and technical difficulties. The same will be transferred during the current year.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

30. REPORTING FRAUD UNDER SECTION 143(12) OF THE ACT

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

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY

33. DISCLOSURE OF POLICIES & CODES OF THE COMPANY

The Company has adopted the following policies which are available on the website of the Company.

Sr. no.	Policy / Code
1	Policy for preservation of documents
2	Policy for determining material subsidiary
3	Materiality of related party transactions and on dealing with related party transactions
4	Policy for determination of materiality of events and information
5	Archival Policy
6	Details of familiarization programmes imparted to independent directors
7	Code of conduct for its board of directors and senior management personnel
8	Vigil Mechanism/ Whistle Blower policy
9	Policy relating to remuneration of the directors, key managerial personnel and other employees, Policy on diversity of board of directors
10	Policy on Prevention of Sexual Harassment
11	Code of Conduct to regulate, monitor and report trading by their designated persons
12	Code of Practices and Procedures for Fair Disclosure
13	Policy on Risk Management and Monitoring
14	Investment policy
15	Dividend policy
16	CSR Policy

34. STATUTORY AUDITORS

general meeting held on 05.08.2022.

35. STATUTORY AUDITORSâ REPORT

The Auditorsâ Report and notes to the financial statements are self explanatory and therefore do not call for any further explanation/comments.

There are no qualifications, reservations or adverse remarks in the auditorsâ report.

36. SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Mayur Mehta, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.

37. CORPORATE GOVERNANCE REPORT

38. COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

39. ANNUAL SECRETARIAL COMPLIANCE REPORT

40. COMPLIANCE OF SECRETARIAL STANDARDS

41. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per recent amendments in the CSR rules, the Company had an amount of Rs. 8,46,000 available for set off against statutory CSR amount of financial year 2021-22. Out of this, the financial year 2021-22 liability of Rs 1,55,000 was adjusted. A balance of Rs. 6,91,000 is available for set off for the Financial year 2022-23. The liability for the year 2022-23 was Rs. 72,000. The liability for the year 2023-24 was Rs. 76,000 Further, any excess amount left for set off after the completion of three financial years starting from 2021-22,2022-23 and 2023-24 i.e, 31st March 2024, will lapse.

42. NON DISQUALFICATION OF DIRECTORS

A certificate in this regard has been given by the Secretaial Auditor and it forms part of the annual report. There is no qualification.

ACKNOWLEDGEMENTS:

We thank our members, customers and bankers for their continued support during the year. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

We thank various Ministries of Government of India and Governments of various countries where we have our operations.

On behalf of the Board of Directors

Gaurav Swarup

Chairman & Managing Director

Date: 24^th July, 2024 Place: Kolkata

Registered Office: Paharpur House 8/1/B Diamond Harbour Road Kolkata 700027

Mar 31, 2023

The Board of Directors have pleasure in submit the report and Audited Financial Statements of the Company for the year ended March 31, 2023.

FINANCIAL RESULTS

(Rs. in thousand)
Particulars	Year ended 31.03.2023	Year ended 31.03.2022
Income	16,70,40	13,30,53
Total Expenses	1,06,28	62,36
Profit before taxation	15,64,12	12,68,17
Tax Expense	92,93	1,62,90
Net Profit after taxation	14,71,19	11,05,27
Other Comprehensive Income net of taxes	(33,57,97)	71,92,66
Total Comprehensive Income	(18,86,78)	82,97,93
Earnings per equity share (in Rs.) Basic and diluted	87.79	65.95
Special Reserve (in terms of Section 45-1C of RBI Act, 1934)	2,94,24	2,21,05

1. WORKING OF THE COMPANY

In line with the stock market, the Companyâs financial performance has been good. The share price of KSB India Limited, which remains a significant portion of the Companyâs investment portfolio, has improved and touched all time high level. Other investments made by the company also performed very well in line with the market.

2. DIVIDEND

Board of Directors propose a dividend of Rs. 60 per share (Rs. 50 per share previous year) on 16,75,840 shares.

3. HOLDING COMPANY

4. SUBSIDIARY AND ASSOCIATE COMPANY

The Company holds 21.55% of share capital of KSB Limited; therefore, it is an Associate Company in terms of section 2(6) of the Act.

During the year under review, in accordance with the order of NCLT, Kolkata Bench process of merger of New Holding and Trading Company Limited (WOS) was completed . Thus, New Holding and Trading Company Ltd. ceases to be a subsidiary of the Company.

5. DIRECTORS

The Company has the following directors as at 31^st March, 2023

Sr No	Name of the Director	DIN	Status	Date of original Appointment
1	Mr. Gaurav Swarup	00374298	Chairman and Managing Director	17.04.1990
2	Mr. Varun Swarup	02435858	Director (Non-Executive)	07.11.2017
3	Ms. Devina Swarup	06831620	Women Director (Non-Executive)	07.11.2017
4	Mr. Anish K Modi	00031232	Independent Director	24.09.2014
5	Mr. Probir Roy	00033045	Independent Director	07.11.2017
6	Mr. Debanjan Mandal	00469622	Independent Director	07.11.2017

Independent directors are appointed for a period of five years.

A. Directors retiring by rotation

Mr. Varun Swarup (DIN: 02435858), a director retires by rotation at the ensuing Annual General Meeting. He being eligible, offers himself for re-appointment.

B. Change in Directors:

There has been no change in the composition in the Board of Directors.

At the Annual General Meeting held on 5^th August, 2022

a. Mr. Probir Roy (DIN 00033045) was re-appointed as an Independent Director for a second term of five years - from 7^th November, 2022 to 6^th November, 2027.

b. Mr. Debanjan Mandal (DIN 00469622) was re-appointed as an Independent Director for a second term of five years - from 7^th November, 2022 to 6^th November, 2027.

6. KEY MANAGERIAL PERSONNEL

a. Mr. Gaurav Swarup, Chairman and Managing Director;

b. Mr. Arun Kumar Singhania, Chief Financial Officer; &

c. Ms. Shilpishree, Company Secretary and Compliance Officer (with effect from 28.03.2023).

Mr. Gaurav Swarup, Mr. Arun Kumar Singhania and Ms. Shilpishree Choudhary are also KMPâs of the Holding Company - Paharpur Cooling Towers Ltd. Therefore, their appointments are covered by Sec 203(3) of the Act.

In compliance with the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 [LODR] the following reports are attached.

Sr. No.	Particulars	Annexure
1.	Corporate Governance Report along with its compliance certificate	A
2.	Management Discussion and Analysis Report	B
3.	Financial Summary / Highlights	C
5.	Secretarial Audit Report	D
6.	Annual Secretarial Compliance Report	E
7.	Form AOC 1	F
8.	Corporate Social Responsibility report in accordance with Section 135 of the Act read with the Rules	G
9.	Certificate of non-disqualification of Directors	H
10	Financial Statements - Standalone Financial Statements	I
	- Consolidated Financial Statements	J

7. (i) NUMBER OF MEETINGS OF THE BOARD

During the financial year under review the Board of Directors met 7 (seven) times which are covered in the Corporate Governance Report (Annexure). All suggestions of the Audit Committee have been accepted by the Board.

(ii) BOARD COMMITTEES

1. Audit Committee

2. Stakeholdersâ Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Share transfer and Investment Committee

8. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and sub section (5) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) Appropriate accounting policies have been selected and applied consistently and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2023 and of the profit for the year under review.

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

(d) the annual accounts have been prepared on a âgoing concernâ basis.

(e) internal financial controls have been laid down and followed by the company and such internal financial controls are adequate and operating satisfactorily.

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

9. AUDIT COMMITTEE

Members of the Audit Committee are

a. Mr. Probir Roy

b. Mr. Anish Kishore Modi

c. Mr. Debanjan Mandal

d. Ms. Devina Swarup

The Audit Committee discharges functions as in accordance with the Act and LODR. Details of the said committee are set out in the Corporate Governance Report (Annexure A).

10. A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

11. EVALUATION OF THE BOARD, ITS COMMITTEES AND MEMBERS

As required under the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of

i. Boardâs performance

ii. Committees of the Board

iii. Chairperson of the Board and

iv. Individual Directors.

12. POLICY ON DIRECTORSâ APPOINTMENT, REMUNERATION AND CRITERIA OF INDEPENDENCE OF DIRECTORS

Nomination and Remuneration Committee recommends to the Board appointment of director.

With regard to remuneration, except Mr. Gaurav Swarup, all the Directors are non- executive directors. Mr. Swarup does not draw any remuneration (except sitting fees). Non-executive Directors are paid sitting fee as well as commission based on the net profits of the Company. The members have approved payment of commission within the limit laid down in the Act.

The Company has put in place a Policy for Appointment, Remuneration and Evaluation of Directors and KMP.

13. ANNUAL GENERAL MEETING

In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (âMCAâ) has permitted the holding of Annual General Meeting through VC or OAVM without the physical presence of Members at a common venue. In compliance with the MCA Circulars the 107th Annual General Meeting is being held through VC/OAVM. The Company has appointed Link Intime Private Limited (RTA) to provide this facility. Details are given in the Notice of the 107h Annual General Meeting. Members are requested to read the instructions in the Notice.

14. ANNUAL RETURN

In view of the amendments to Section 92 and Section 134 of the Act, draft MGT 7 as at 31^st March 2023 is placed on the Website of the Company on www.industrialprudential.com. The draft MGT 7 will be replaced by the final MGT 7 on the same website after conclusion of the 107th AGM and after uploading of the same on the MCA website.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Companyâs principal business is dealing in investments and securities and it is registered as NBFC with the Reserve Bank of India. In accordance with section 186(11) details are not required to be given. However, Note no. 8 of the attached financial statement gives details of the same.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

17. MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,

No material changes and financial commitments have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

There are no particulars to be disclosed with regard to conservation of energy, technology absorption and foreign exchange earnings and outgoings

19. RISK MANAGEMENT

The principal business of the Company is dealing in investments and securities which are subject to market risks. The Board of Directors/Committee of Directors take policy decision on deployment of funds of the Company in securities market based on investment climate and economic conditions in the country and movement in the stock markets. The investment portfolio is periodically reviewed by the Board of Directors and cautious approach is a key note of the policy to mitigate risks.

The Company has put in place a Policy for Risk Management and Monitoring in accordance with the Act and LODR.

20. AMALGAMATION OF NEW HOLDING & TRADING COMPANY LIMITED (WOS)

As mentioned earlier, NCLT Kolkata Bench has approved by order dated 22.08.2022, merger of New Holding and Trading Co Ltd (WOS) with the Company.

21. CHANGE IN BUSINESS

There has been no change in the nature of business of the Company.

22. DEPOSITS

The Company had no deposits at the beginning of the Financial Year. It has not accepted any deposits from its members/ directors. The Company does not have any outstanding deposits at the end of the Financial Year.

23. SIGNIFICANT MATERIAL ORDERS

Save as above order of NCLT, Kolkata Bench, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

24. INTERNAL FINANCIAL CONTROL

The quality of internal financial procedure and control observed by the management and its officials are commensurate with the size and operations of the Company.

25. DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES

No disclosure is required to be made pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further non-executive directors are paid commission related to profits and fees. The Managing Director is not paid remuneration (except sitting fees).

The Company has no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. UNCLAIMED SECURITIES

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

27. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

In accordance with Sections 124 and 125 of the Companies Act, 2013 (âthe Actâ) and the Rules made thereunder an amount of Rs. 9,74,765 for the financial year 2014-15, has been transferred during the year to the Investor Education & Protection Fund established by the Central Government.

28. TRANSFER OF SHARES UNDERLYING UN CLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

Further 2273 shares will be transferred during the current year 2023-24.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

29 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

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

31 VIGIL MECHANISM / WHISTLE BLOWER POLICY

32 DISCLOSURE OF POLICIES & CODES OF THE COMPANY

The Company has adopted the following policies which are available on the website of the Company

Sr. no.	Policy / Code
1	Policy for preservation of documents
2	Policy for determining material subsidiary
3	Materiality of related party transactions and on dealing with related party transactions
4	Policy for determination of materiality of events and information
5	Archival Policy
6	Details of familiarization programmes imparted to independent directors
7	Code of conduct for its board of directors and senior management personnel
8	Vigil Mechanism/ Whistle Blower policy
9	Policy relating to remuneration of the directors, key managerial personnel and other employees, Policy on diversity of board of directors
10	Policy on Prevention of Sexual Harassment
11	Code of Conduct to regulate, monitor and report trading by their designated persons
12	Code of Practices and Procedures for Fair Disclosure
13	Policy on Risk Management and Monitoring

33 STATUTORY AUDITOR

34 STATUTORY AUDITORSâ REPORT

There is no qualification or adverse remark in the Statutory Auditorsâ Report.

35 SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act, the Board of Directors have appointed Mr. Mayur Mehta, Practicing Company Secretary, as secretarial auditor. Secretarial Audit Report received from Mr. Mayur Mehta, Practicing Company Secretary is enclosed (Annexure D). The Secretarial Audit Report does not contain any qualification or adverse remark.

36 ANNUAL SECRETARIAL COMPLIANCE REPORT

In accordance with the regulation 24A of the LODR Annual Secretarial Compliance Report given by Mr. Mayur Mehta, Practicing Company Secretary is annexed to this Annual Report. The Company does not have any subsidiary.

37 COMPLIANCE OF SECRETARIAL STANDARDS

The Board of Directors has devised proper systems commensurate with the size and operations to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating adequately

38 CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per recent amendments in the CSR rules, the Company had an amount of Rs. 8,46,000 available for set off against statutory CSR amount of financial year 2021-22. Out of this, the financial year 2021-22 liability of Rs 1,55,000 was adjusted. A balance of Rs. 6,91,000 is available for set off for the Financial year 202223. The liability for the year under review is Rs. 72,000. This amount has been set off from the opening balance of Rs. 6,91,000. Further, any excess amount left for set off after the completion of three financial years starting from 2021-22,2022-23 and 2023-24 i.e, 31^st March 2024, will lapse.

Annual Report on Corporate Social Responsibility in accordance with Section 135 of the Act read with the Rules is attached to this report.

CSR policy is placed on the website of the Company www.industrialprudential.com

Mar 31, 2018

Directors'' Report for the year ended 31st March, 2018

The Shareholders,

Your directors have pleasure in submitting the ANNUAL REPORT relating to the affairs of the Company together with Audited Financial Statements of the Company for the year ended March 31, 2018.

FINANCIAL RESULTS

		Rs. in lakhs
Particulars	Year ended 31.03.2018	Year ended 31.03.2017
	Amount- Rs.	Amount-Rs
Income	920.52	814.13
Expenditure
(a) Expenses	51.41	76.73
(b) Provision for Corporate Social Responsibility	13.25	11.00
Profit before taxation	855.86	726.40
Provision for taxation
Current tax
â For the year	40.00	31.00
â Relating to earlier years	(7.92)	-
Total Tax	32.08	31.00
Net Profit after taxation	823.78	695.40
Dividend (Payable, if approved by members)	436.34	436.34
Tax on Proposed Dividend	88.83	88.83
Special Reserve (in terms of section 45-IC of RBI Act, 1934)	164.76	139.10

DIVIDEND

Board of Directors recommend dividend of Rs. 25 per share on 17,45,340 shares, which is same as per the last year. HOLDING COMPANY

SUBSIDIARY AND ASSOCIATE COMPANY

New Holding And Trading Company Ltd. is a wholly owned subsidiary of the Company. The Company holds 20.53% of share capital of KSB Pumps Limited, therefore, it is an Associate Company in terms of section 2(6) of the Act.

DIRECTORS

The Company has the following directors as at 31st March, 2018

Sr No	Name of the Director	DIN	Status	Date of Appointment
1	Mr. G Swarup	00374298	Chairman and Managing Director	17.04.1990
2	Mr.Varun Swarup	02435858	Non - Executive	07.11.2017
3	Ms. Devina Swarup	06831620	Non-Executive WD	07.11.2017
4	Mr. Anish K Modi	00031232	Non -Executive IND	24.09.2014
5	Mr. Probir Roy	00033045	Non -Executive IND	15.12.2017
6	Mr. Debanjan Mandal	00469622	Non -Executive IND	15.12.2017

Out of the above, three Independent directors are appointed for a period of five years. Mr. Varun Swarup has been appointed to fill casual vacancy caused by resignation of Mr. A V Setalvad who would have retired by rotation at the ensuing Annual General Meeting.

A. Resignation of Directors:

Mr. A. V. Setalvad (DIN 00056124), Mr. A. R. Broacha (DIN 00056291) and Ms. Binaisha Sundaram (DIN 06637130) have resigned during the year. The Board places on record its appreciation of their services rendered by these Directors to the Company during their tenure.

B. Appointment of Non-Executive Directors:

Mr. Varun Swarup (DIN 02435858) has been appointed on 7th November, 2017 to fill the casual vacancy caused by the resignation of Mr. A. V. Setalvad.

Ms. Devina Swarup (DIN 06831620) (Women Director) has been appointed on 7th November, 2017 as an Additional Director.

C. Appointment of Independent Directors

Mr. Probir Roy (DIN 00033045) and Mr. Debanjan Mandal (DIN 00469622) were appointed as Additional Directors on 7th November, 2017. By the process of Postal Ballot, both the Directors were appointed on the 15th December, 2017 as Independent Directors for a period of five years from 7th November 2017.

D. Confirmation of appointment Non-Executive Directors

As mentioned above, Mr. Varun Swarup (DIN 02435858) was appointed as a director, to fill the casual vacancy caused by the resignation of Mr. A V Setalvad (DIN 00056124). In accordance with the proviso to Section 161(4) of the Companies Act 2013, Mr. Swarup holds office up to the ensuing Annual General Meeting, the date up to which Mr. Setalvad would have held it he had not resigned. A notice has been received from the holding company in accordance with Section 160 of the Act in respect of appointment of Mr. Swarup. The members are requested to approve his appointment at the ensuing Annual General Meeting.

As mentioned above, Ms. Devina Swarup (DIN 06831620) (WD) was appointed as an Additional Director. Ms. Devina Swarup holds office up to the ensuing Annual General Meeting in accordance with Section 161 of the Companies Act 2013. A notice has been received from the holding company in accordance with Section 160 of the Act in respect of appointment of Ms. Devina Swarup. The members are requested to approve her appointment at the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

The Company has the following Key Managerial Personnel (KMP) as at 31st March, 2018

a. Mr. Gaurav Swarup, Managing Director.

b. Mr. A. K. Singhania, Chief Financial Officer.

c. Mr. Ayan Datta, Company Secretary and Compliance Officer from 2nd August 2017.

During the year Mr. Hirak Ghosh (also KMP of holding company) resigned as a Company Secretary and Compliance Officer from 1st August, 2017.

Mr. Gaurav Swarup and Mr. A. K. Singhania are also KMP of the PCTL (holding Company). Therefore, their appointments are covered by section 203(3) of the Act.

In compliance with the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 [LODR] the following reports are attached.

Sr. No.	Particulars	Annexure
1.	Corporate Governance Report with requisite certificate from the Practising Company Secretary (PCS)	A
2.	Management Discussion and Analysis Report	B
3.	Financial Summary/Highlights	C
4.	Secretarial Audit Report	D
5.	A Statement containing salient features of the financial statement of New Holding and Trading Co. Ltd. (wholly owned subsidiary) and KSB Pumps Limited (Associate Company) in Form AOC 1	E
6.	Extract of Annual Report in Form MGT9	F
7.	Disclosure on related party as per LODR	G
8.	Corporate Social Responsibility report in accordance with Section 135 of the Act read with the Rules	H
9.	Consolidated Financial Statement	I

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review the Board of Directors met 4 (four) times. The details are given in the Corporate Governance Report (Annexure A). All suggestions of the Audit Committee have been accepted by the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and subsection (5) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(c) Proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a ''going concern'' basis.

(e) Internal financial controls have been laid down and followed by the company and such internal financial controls are adequate and operating satisfactorily.

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

COMPLIANCE OF SECRETARIAL STANDARDS

AUDIT COMMITTEE

During the year the Audit Committee was reconstituted on 7th November, 2017 as a result of resignation of Mr. A.R. Broacha, Mr. A. V. Setalvad and Ms. Binaisha Sundaram. In their place, Mr. Probir Roy, Mr. Debanjan Mandal and Ms. Devina Swarup were appointed. Details of the said committee are set out in the Corporate Governance Report (Annexure A).

A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. Probir Roy, Mr. Debanjan Mandal and Mr. A K Modi, Independent Directors have furnished declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and of LODR.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND CRITERIA OF INDEPENDENCE OF DIRECTORS

Nomination and Remuneration Committee recommends to the Board for appointment of director.

With regard to remuneration, except Mr. G Swarup all the Directors are non- executive directors. Mr. Swarup does not draw any remuneration (except sitting fees). Non-executive Directors are paid sitting fee as well as commission based on the net profits of the Company. The members have approved payment of commission within the limit laid down in the Act.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, the Board of Directors has appointed Mayur Mehta, PCS as Secretarial Auditor. Secretarial Audit Report received from Mayur Mehta is enclosed (Annexure D).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company''s principal business is dealing in investments and securities and it is registered as NBFC with the Reserve Bank of India. In accordance with section 186(11) details are not required to be given. However, note 2.7 and 2.10 of the attached financial statement gives details of the same.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no material related party transactions during the year under review with the promoters, directors. Key Managerial Personnel and their relatives. Therefore, no details are required to be disclosed the Form AOC 2.

MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,

No material changes and financial commitments have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

There are no particulars to be disclosed with regard to conservation of energy, technology absorption and foreign exchange earnings and outgoings

RISK MANAGEMENT

AMENDMENT OF THE ARTICLES OF ASSOCIATION

The Articles of Association were originally framed as per the Indian Companies Act, 1913 and they were suitably modified upon enactment of the Companies Act, 1956. The existing set of Articles of Association excludes Table A. With the enactment of the Companies Act, 2013 the existing Articles of Association require substantial changes. Table A of the Companies Act, 1956 has been replaced by Table F of Schedule I. The Board of Directors is of the opinion that the existing Articles of Association be brought in line with the current Act.

The members are requested to approve the proposed new set of Articles of Association in place of the present Articles of Association of the Company.

AMALGAMATION OF NEW HOLDING &TRADING CO. LTD. (WOS)

The Board of Directors has approved on 27th April, 2018, subject to various approvals, a scheme of amalgamation of New Holding & Trading Co. Ltd., its Wholly Owned Subsidiary under Section 233 of the Act. The Board is of the opinion that the proposed scheme of amalgamation is in the interest of the Company. The members are requested to approve the same.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors reconstituted the Corporate Social Responsibility (CSR) Committee with effect from 7th November 2017, following the resignation of Mr. A. V. Setalvad and Mr. A.R. Broacha. Present members of the Committee are Mr. Gaurav Swarup, Mr. Probir Roy and Ms. Devina Swarup.

Based on the recommendation of Corporate Social Responsibility Committee, the Board has adopted CSR Policy. It is available on the Website of the Company.

As per the budget recommended by CSR Committee and approved by the Board of Directors, the Company has made provision of Rs. 13.25 lakhs for the financial year ended 31.03.2018. The total cumulative unspent amount is Rs. 35.50 lakhs. As recommended by the CSR Committee, the Company has undertaken a project of Vivekananda Vidyavikash Parishad, an arm of Vidya Bharati, for construction of new school building of ''Saraswati Shishu Mandir"- in Gopalpur, West Bengal. The amount to be contributed for the project is Rs. 25.25 lakhs. The Company has already paid Rs. 10 lakhs. The balance will be paid in stages.

The CSR Committee is actively working for new projects which would take care of any unspent amount provided.

CHANGE IN BUSINESS

There has been no change in the nature of business of the Company.

DEPOSITS

SIGNIFICANT MATERIAL ORDERS

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

INTERNAL FINANCIAL CONTROL

The quality of internal financial procedure and control observed by the management and its officials are commensurate with the size and the operations of the Company.

DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES

The Company has no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has only one male employee.

UNCLAIMED SECURITIES

Members are requested to note that in accordance with the Regulation 39(4) read with the Schedule VI of LODR, the Company has transferred unclaimed equity shares to a separate account titled "Industrial Prudential Unclaimed Securities Suspense Account". Present outstanding is 26109 shares.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

During the year, in accordance with Sections 124 and 125 of the and the Rules made thereunder, an amount of Rs. 2,92,032/-being unclaimed dividends up to the year 31st March, 2010, was transferred to the Investor Education & Protection Fund established by the Central Government.

TRANSFER OF SHARES UNDERLYING UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

During the year the Company has transferred pursuant to Section 124 of the Act, and Investor Education and Protection Fund Authority (Accounting, Audit,Transfer and Refund) Rules, 2016, 3140 shares on which dividend had not been paid or claimed for seven consecutive years or more to an IEPF Account established by the Central Government.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

AUDITORS'' REPORT

There are no qualifications or adverse remarks in the Auditors'' Report.

AUDITORS

In accordance with Section 139 of the said Act read with rules made thereunder, the Company at the Annual General Meeting held on 1st August, 2017 appointed Messrs. Lodha & Co., Chartered Accountants (Registration no. 301051E), Kolkata as statutory auditors for a period of five years. The appointment is to be ratified by members at every annual general meeting thereafter.

In view of the above, it is proposed to ratify appointment of Messrs. Lodha & Co., Chartered Accountants (Registration no. 301051 E), Kolkata Statutory Auditors in accordance with the first proviso to section 139(1) of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and to fix their remuneration for the financial year ending 31st March, 2019.

In accordance with provisos of Section 139 of the said Act, the Board of Directors has received consent and certificate of eligibility and compliance of criteria under Section 141 of the said Act from Messrs. Lodha & Co., Chartered Accountants.

Members are requested to ratify the appointment of M/s. Lodha & Co. as Statutory Auditors at the ensuing Annual General Meeting.

Registered Office:
Paharpur House, 8/1 /B Diamond Harbour Road Kolkata 700027
Date: 27th April, 2018

On behalf of the Board of Directors
Gaurav Swarup
Chairman & Managing Director

Mar 31, 2017

To,

The Shareholders,

The directors have pleasure in submitting the ANNUAL REPORT relating to the affairs of the Company together with Audited Financial Statements of the Company for the year ended March 31, 2017.

FINANCIAL RESULTS Rs. in lakhs

Particulars	Year ended	Year ended
	31.03.2017	31.03.2016
Income	814.13	757.13
Expenditure
(a) Expenses	76.73	69.98
(b) Provision for diminution in Long Term Investments	-	28.83
(c) Provision for Corporate Social Responsibility	11.00	11.25
Profit before taxation	726.40	647.07
Provision for taxation
Current tax
âFor the year	31.00	12.00
â Relating to earlier years	-	-
	31.00	12.00
Net Profit after taxation	695.40	635.07
Add: Balance brought forward from Balance Sheet	925.33	1118.48
	1620.73	1753.55
Profit for appropriation
Appropriation
Dividend	436.34	581.78
Tax on Proposed Dividend	88.83	118.44
Special Reserve (in terms of Section 45-IC of RBI Act, 1934)	139.10	128.00
Balance carried to Balance Sheet	956.46	925.33
	1620.73	1753.55

DIVIDEND

Board of Directors recommend dividend of Rs.25 per share on expanded capital of 17,45,340 shares (after issue of 11,63,560 bonus shares.) This dividend is equivalent to Rs.75 per share on the original capital of 5,81,780 shares before bonus issue which is more than the previous year dividend of Rs. 55 per share on the original capital of 5,81,780 shares.

HOLDING COMPANY

Paharpur Cooling Towers Limited (PCTL) controls the composition of the Board of Directors of the Company. Consequently the Company in terms of section 2(87) (i) read with Explanation (b) of the Companies Act, 2013 (hereinafter referred to as âthe Actâ), is the subsidiary of PCTL.

SUBSIDIARY AND ASSOCIATE COMPANY

New Holding And Trading Company Limited is a wholly owned subsidiary of the Company. The Company holds 20.53% of share capital of KSB Pumps Limited, and, therefore, it is an Associate Company in terms of section 2(6) of the Act.

DIRECTORS

Mr. Gaurav Swarup (DIN 00374298) retires by rotation and being eligible offers himself for re-appointment. There has been no change in the Board of Directors during the year under review.

KEY MANAGERIAL PEROSONNEL

The Board of Directors has the following Key Managerial Personnel (KMP)

a. Mr. Gaurav Swarup, Managing Director.

b. Mr. A. K. Singhania, Chief Financial Officer.

c. Mr. Hirak Ghosh, Company Secretary.

All the above are also KMPs of the PCTL (Holding Company). Therefore, their appointment is covered by section 203(3) of the Act.

Mr. Gaurav Swarup has been re-appointed as the Managing Director of the Company with effect from 9^th February, 2017 for a period of five years up to 31^st January, 2022.

In compliance with the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 [LODR] the following reports are attached.

Sr. No.	Particulars	Annexure
1.	Corporate Governance Report with requisite certificate from the Practicing Company Secretary (PCS)	A
2.	Management Discussion and Analysis Report	B
3.	Financial Summary/Highlights	C
4.	Secretarial Audit Report	D
5.	A Statement containing salient features of the financial statement of New Holding and Trading Co. Ltd. (wholly owned subsidiary) and KSB Pumps Limited (Associate Company) in Form AOC 1	E
6.	Extract of Annual Report in Form MGT 9	F
7.	Disclosure on related party as per LODR	G
8.	Corporate Social Responsibility report in accordance with Section 135 of the Act read with the Rules	H
9.	Consolidated Financial Statement	I

BONUS ISSUE

During the year, after obtaining necessary approvals, the Company has issued and allotted 11,63,560 fully paid bonus shares of Rs.10 each aggregating Rs.1,16,35,600. Accordingly, the paid-up capital is increased from Rs.58,17,800 (5,81,780 shares) to Rs.1,74,53,400 (17,45,340 shares).

SHIFTING OF REGISTERED OFFICE

During the year, after obtaining necessary approvals, the Registered Office of the Company has been shifted from 125 Maker Chambers III, Nariman Point, Mumbai 400021 to Paharpur House, 8/1/B Diamond Harbour Road, Kolkata 700027.

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review the Board of Directors met 4 (four) times. The details are given in the Corporate Governance Report (Annexure A). All suggestions. of the Audit Committee have been accepted by the Board.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and sub section (5) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) Appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2017 and of the profit for the year under review.

(d) the annual accounts have been prepared on a âgoing concernâ basis.

(e) internal financial controls have been laid down and followed by the company and such internal financial controls are adequate and operating satisfactorily.

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

AUDIT COMMITTEE

Members of the Audit Committee are Mr. A.R. Broacha, Mr. A.K. Modi, Mr. A.V. Setalvad and Ms. Binaisha Sundaram (date of appointment being 9^th February 2017). Details of the said committee are set out in the Corporate Governance Report (Annexure A).

A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. A R Broacha, Mr. A K Modi and Ms. Binaisha Sundaram, independent directors have furnished declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and of LODR.

POLICY ON DIRECTORSâ APPOINTMENT, REMUNERATION AND CRITERIA OF INDEPENDENCE OF DIRECTORS

Nomination and Remuneration Committee recommends to the Board appointment of director and payment of sitting fees and commission to non-executive director. It also reviews criteria of independence of Directors.

With regard to remuneration, except Mr. G Swarup, all the Directors are non- executive directors. Mr. Swarup does not draw any remuneration (except sitting fees). Non-executive Directors are paid sitting fee as well as commission based on the net profits of the Company. The members have approved payment of commission within the limit laid down in the Act.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, the Board of Directors has appointed Mayur Mehta, PCS as secretarial auditor. Secretarial Audit Report received from Mayur Mehta is enclosed (Annexure C).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Companyâs principal business is dealing in investments and securities and it is registered as NBFC with the Reserve Bank of India. In accordance with section 186(11) details are not required to be given. However Note 2.6 and 2.7 of the attached financial statement gives details of the same.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no material related party transactions during the year under review with the promoters, directors, Key Managerial Personnel and their relatives. Therefore, no details are required to be disclosed in the Form AOC 2.

MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,

No material changes and financial commitments have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

There are no particulars to be disclosed with regard to

- conservation of energy,

- technology absorption and

- foreign exchange earnings and outgoings

RISK MANAGEMENT

The principal business of the company is dealing in investments and securities which are subject to market risks. The Board of Directors/Committee of Directors take policy decision on deployment of funds of the Company in securities market based on investment climate and economic conditions in the country and movement in the stock markets. The investment portfolio is periodically reviewed by the Board of Directors and cautious approach is a key note of the policy to mitigate risks.

CORPORATE SOCIAL RESPONSIBILITY

Members of the Corporation Social Responsibility Committee are Mr. A. V. Setalvad (Chairman), Mr. A. R. Broacha and Mr. G. Swarup.

Based on the recommendation of Corporate Social Responsibility Meeting, the Board has adopted CSR Policy. It is available on the Website of the Company.

The Company had undertaken to support project of Jnana Prabodhini Shivapradesh, Pune for setting up a small hostel facility for girls at Velhe in the State of Maharashtra. The said project has been completed successfully.

As per the budget recommended by CSR Committee and approved by the Board of Directors, the Company has made provision of Rs.11.25 lakhs for the financial year ended 31.03.2016 and Rs.11 lakhs for the financial year ended 31.03.2017. The Company is looking at various projects for its CSR activities as prescribed in Schedule VII of the Companies Act, 2013. The accumulated unspent amount of Rs.22.25 lakhs could not be spent as there was no finalization of the project. This amount is expected to be spent in the financial year 2017-18 upon selection of the suitable project.

CHANGE IN BUSINESS

There has been no change in the nature of business of the Company.

DEPOSITS

The Company had no deposits at the beginning of the Financial Year. It has not accepted any deposits from its members/directors. The Company does not have any outstanding deposits at the end of the Financial Year.

SIGNIFICANT MATERIAL ORDERS

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

INTERNAL FINANCIAL CONTROL

The quality of internal financial procedure and control observed by the management and its officials are commensurate with the size of the operations of the Company.

DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES

No disclosure is required to be made pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as there is only one male employee of the Company. Further non-executive directors are paid commission related to profits and fees. The Managing Director is not paid remuneration (except sitting fees).

The Company has no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

UNCLAIMED SECURITIES

In accordance with Regulation 39 read with Schedule VI of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (LODR), the Company has transferred unclaimed securities to âIndustrial Prudential Unclaimed Securities Suspense Accountâ on 5^th May, 2016. Aggregate number of shareholders is 330 holding 8703 shares. After Bonus issue as mentioned above the balance in the said suspense account is 26,109 shares. No shareholder has claimed during the year under review.

In accordance with the section 124(5) of the Companies Act, 2013 and Rules made there under and LODR, the shares lying in the suspense account, in respect of which unpaid or unclaimed dividend has been transferred, shall be transferred after following the due procedure as prescribed.

The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

During the year, in accordance with section 205C of the Companies Act, 1956, and Sections 124 and 125 of the Companies Act, 2013 (âthe Actâ) and the Rules made there under an amount of Rs.2,06,388/- being unclaimed dividends up to the year 31^st March, 2009, were transferred to the Investor Education & Protection Fund established by the Central Government.

TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to Section124 of the Act (as notified on 7^th September 2016),and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all shares on which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred to an IEPF Account established by the Central Government after following the due procedure as may be prescribed.

AUDITORSâ REPORT

There are no qualifications or adverse remarks in the Auditorsâ Report.

AUDITORS

In accordance with Section 139(1) and (2) of the Act, the Company at the Annual General Meeting held on 24^th September, 2014 appointed M/s. V S Somani & Co., Chartered Accountants, (Registration No. 117589W), the existing Statutory Auditors (being a sole proprietary firm) for a period of three years. In accordance with section 139(2) of the Act the existing Statutory Auditors retire by rotation at the ensuing Annual General Meeting. It is proposed to appoint Messrs. Lodha & Co., Chartered Accountants (Registration no. 301051E), Kolkata in place of M/s. V S Somani & Co., Chartered Accountants to Audit the Accounts for the Financial Years 2017-18 to 2021-22 (that is, from the conclusion of this Annual General Meeting till conclusion of the Sixth Annual General Meeting), to be ratified at every Annual General Meeting.

In view of the above, it is proposed to appoint of Messrs. Lodha & Co., Chartered Accountants, as Statutory Auditors in accordance with section 139 (1) and (2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and to fix their remuneration for the financial year ending 31^st March, 2018.

On behalf of the Board of Directors

Gaurav Swarup

Managing Director

Mumbai Office: Registered Office:

125, Maker Chambers III, Paharpur House

Nariman Point, Mumbai-400 021 8/1/B Diamond Harbour Road

Kolkata 700027

Mumbai, May 5, 2017

Mar 31, 2016

To,

The Shareholders,

The directors have pleasure in submitting the ANNUAL REPORT relating to the affairs of the Company together with Audited Financial Statements of the Company for the year ended 31st March, 2016.

FINANCIAL RESULTS

Rs in lakhs

		Year ended	Year ended
Particulars		31.03.2016	31.03.2015
Income		757.13	780.29
Expenditure
(a) Expenses		69.98	64.68
(b) Provision for diminution in Long Term Investments		28.83	3.98
(c) Provision for Corporate Social Responsibility		11.25	10.00
Profit before taxation		647.07	701.63
Provision for taxation
Current tax
â For the year		12.00	45.00
â Relating to earlier years		â	0.42
		12.00	45.42
Net Profit after taxation		635.07	656.21
Add: Balance brought forward from Balance Sheet		1,118.48	979.63
	Total	1,753.55	1,635.84
Profit for appropriation
Appropriation
Dividend		581.78	319.98
Tax on Proposed Dividend		118.44	65.14
Special Reserve (in terms of Section 45-IC of RBI Act, 1934)		128.00	132.00
Depreciation as per Schedule II for earlier years		â	0.24
Balance carried to Balance Sheet		925.33	1,118.48
	Total	1,753.55	1,635.84

DIVIDEND

Directors recommend dividend of Rs. 100 per share including Rs. 45 per share as jubilee dividend celebrating hundred years (previous year Rs 55 per share).

HOLDING COMPANY

DIRECTORS

Mr. A.V. Setalvad (DIN 00056124) retires by rotation and being eligible offers himself for re-appointment.

KEY MANAGERIAL PEROSONNEL

The following are the Key Managerial Personnel (KMP)

a. Mr. Gaurav Swarup, Managing Director.

b. Mr. A. K. Singhania, Chief Financial Officer.

c. Mr. Hirak Ghosh, Company Secretary.

All the above are also KMP of the PCTL (holding Company). Therefore their appointment is covered by section 203(3) of the Act.

In compliance with the Act and the Listing Agreement with BSE Ltd as per SEBI Listing (Obligation and Disclosure Requirements) Regulation, 2015 [LODR] the following reports are attached.

Sr. No.	Particulars	Annexure
1.	Corporate Governance Report with requisite certificate from the Practicing Company Secretary (PCS)	A
2.	Management Discussion and Analysis Report	B
3.	Secretarial Audit Report	C
4.	A Statement containing salient features of the financial statement of New Holding and Trading Co. Ltd. (wholly owned subsidiary) and KSB Pumps Limited (Associate Company) in Form AOC 1	D
5.	Extract of Annual Report in Form MGT 9	E
6.	Corporate Social Responsibility report in accordance with Section 135 of the Act read with the Rules	F
7.	Financial Summary/Highlights	G
8.	Disclosure on related party as per LODR	H
9.	Consolidated Financial Statement	I

BONUS ISSUE

The Board of Directors subject to various approvals, recommends issue of Bonus Shares in the ratio of 2 (two) Equity Bonus Shares of Rs. 10 each for every 1 (one) existing equity shares of Rs. 10 each to the shareholders of the Company on a date to be fixed by the Board of Directors. After issue of 11,63,560 Bonus shares as proposed, the paid equity capital of the Company will be increased to Rs. 1,74,53,400. Bonus shares will be issued by capitalization of General Reserves to the extent of Rs. 1,16,35,600. Necessary resolutions for issue of Bonus Shares and consequent increase in authorized capital and alteration of Memorandum and Articles of Association are set out in the accompanying notice of 100th Annual General Meeting.

CHANGE OF REGISTERED OFFICE

The Board of Directors at its meeting held on 30th May, 2016, subject to various approvals, has proposed to shift the Registered Office from the State of Maharashtra to the State of West Bengal. The change will help better administration and economy, reduce overheads and duplication of records. In accordance with the Section 110 of the Act read with the Rule 22 of the Companies (Management and Administration) Rules, 2014 the members consent is being obtained by Postal Ballot. A seperate notice is being issued in this regard.

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review the Board of Directors met 5 (five) times. The details are given in the Corporate Governance Report (Annexure A). All suggestions of the Audit Committee have been accepted by the Board.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and sub section (5) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(d) the annual accounts have been prepared on a âgoing concernâ basis.

(e) internal financial controls have been laid down and followed by the company and such internal financial controls are adequate and operating satisfactorily.

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

AUDIT COMMITTEE

Members of the Audit Committee are Mr. A.R. Broacha, Mr. A.K. Modi and Mr. A.V. Setalvad. Details of the said committee are set out in the Corporate Governance Report (Annexure A).

A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. A R Broacha, Mr. A K Modi and Mrs. Binaisha Sundaram, independent directors have furnished declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and of LODR.

POLICY ON DIRECTORSâ APPOINTMENT, REMUNERATION AND CRITERIA OF INDEPENDENCE OF DIRECTORS

Nomination and Remuneration Committee recommends to the Board appointment of director, and payment of commission in accordance with the limits approved by the members.

With regard to remuneration, except Mr. G Swarup all the Directors are non- executive directors. Mr. Swarup does not draw any remuneration except sitting fees. Directors are paid sitting fee as well as commission based on the net profits of the Company. The members have approved payment of commission within the limit laid down in the Act.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, the Board of Directors has appointed Mayur Mehta, PCS as secretarial auditor. Secretarial Audit Report received from Mayur Mehta is enclosed (Annexure C).

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Companyâs principal business is dealing in investments and securities and it is registered as NBFC with the Reserve Bank of India. As nothing in Section 186, except sub Section (1) of the Act applies in accordance with section 186(11) details are not required to be given. However Note 7 and 9 of the attached financial statement give details of the same.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no material related party transactions during the year under review with the promoters, directors, Key Managerial Personnel and their relatives. Therefore no details are required to be disclosed in the Form AOC 2.

MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,

No material changes and financial commitments have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

There are no particulars to be disclosed with regard to

- conservation of energy,

- technology absorption and

- foreign exchange earnings and outgoings

RISK MANAGEMENT

CORPORATE SOCIAL RESPONSIBILITY

Members of the Corporate Social Responsibility are Mr. A. V. Setalvad (Chairman), Mr. A. R. Broacha and Mr. G. Swarup.

Based on the recommendation of Corporate Social Responsibility Meeting, the Board has adopted CSR Policy. It is available on the Website of the Company. Based on the recommendation of CSR Committee, budgeted expenditure for the year ended 31st March, 2015 of Rs.10 lacs was approved. The entire Rs.10 lacs has been contributed to Jnana Prabodhini Shivapradesh, Pune. The said project has progressed satisfactorily. For the year 31st March, 2016 a budget of Rs. 11.25 lacs has been fixed. The same has been provided in the books of accounts. Based on the progressive report received the amount would be spent on the project.

CHANGE IN BUSINESS

There has been no change in the nature of business of the Company.

DEPOSITS

The Company had no deposits at the beginning of the Financial Year. It has not accepted any deposits from its members/directors. The Company does not have any outstanding deposits at the end of the Financial Year.

SIGNIFICANT MATERIAL ORDERS

Save as mentioned in the Report on Corporate Governance (Annexure A) under para 8(V) Disclosure, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

INTERNAL FINANCIAL CONTROL

The quality of internal financial procedure and control observed by the management and its officials are commensurate with the size and the operations of the Company.

DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES

The Company has no employees covered under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

UNCLAIMED SECURITIES

In accordance with Regulation 39 read with Schedule VI, the Company has transferred unclaimed securities to âIndustrial Prudential Unclaimed Securities Suspence Accountâ on 5th May, 2016. Aggregate number of shareholders is 330 holding 8703 shares. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

AUDITORSâ REPORT

There are no qualifications or adverse remarks in the Auditorsâ Report.

AUDITORS

In accordance with Section 139 of the Act read with Rules made there under, the Company at the Annual General Meeting held on 24th September, 2014 appointed Messrs. V S Somani & Co., Chartered Accountants, the existing statutory auditors (being a sole proprietary firm) for a period of three years. The appointment is to be ratified by members at every annual general meeting thereafter.

In accordance with provisions of Section 139 of the Act, the Board of Directors has received consent and certificates of eligibility and compliance of criteria under Section 141 of the Act from Messrs. V S Somani & Co., Chartered Accountants, Mumbai. Members are requested to ratify the appointment of the existing statutory auditors Messrs. V S Somani & Co., Chartered Accountants, and to fix their remuneration.

On behalf of the Board of Directors

A. V. SETALVAD

Chairman

Registered Office:

125, Maker Chambers III,

Nariman Point, Mumbai-400 021.

Mumbai, May 30, 2016.

Mar 31, 2015

Dear Members,

The directors have pleasure in submitting the ANNUAL REPORT relating to the affairs of the Company together with Audited Financial Statements of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

Rs in lakhs Year ended Year ended

Particulars 31.03.2015 31.03.2014

Income 780.29 266.20

Expenditure

(a) Expenses 64.68 50.31

(b) Provision for diminution in Long 3.98 17.17 Term Investments

(c) Provision for Corporate Social 10.00 Â Responsibility

Profit before taxation 701.63 198.72

Provision for taxation

Current tax

Â For the year 45.00 5.10

Â Minimum Alternate Tax credit Â (510)

Â Relating to earlier years 0.42 Â

45.42 Â

Net Profit after taxation 656.21 198.72

Add: Balance brought forward from Balance 979.63 1,215.27 Sheet

1.635.84 1,413.99

Profit for appropriation Appropriation

Dividend 319.98 319.98

Tax on Proposed Dividend 65.14 54.38

Special Reserve (in terms of Section 132.00 40.00 45-IC of RBI Act, 1934)

General Reserve Â 20.00

Depreciation as per Schedule II for 0.24 Â earlier years

Balance carried to Balance Sheet 1,118.48 979.63

Balance carried to Balance Sheet 1,118.48 979.63

1.635.84 1,413.99

DIVIDEND

Directors recommend dividend of Rs 55 per share (previous year Rs 55 per share).

HOLDING COMPANY

Paharpur Cooling Towers Limited (PCTL) controls the composition of the Board of Directors of the Company. Consequently PCTL in terms of section 2(87)(i) read with Explanation (b) of the Companies Act, 2013 (hereinafter referred to as "the Act"), is the subsidiary of PCTL.

DIRECTORS

Mr. Gaurav Swarup (DIN 00374298) retires by rotation and being eligible offers himself for re-appointment.

During the year Mr. Vikram Swarup (DIN 00163543) resigned on 12.11.2014. The Board of Directors wishes to place on record its appreciation of service rendered by Mr. Swarup as a Director.

In accordance with Article 115 of the Articles of Association of the Company and section 161 of the Act, Ms. Binaisha Sundaram (DIN 06637130) was appointed as a woman director on 22.04.2015 to fill the casual vacancy caused by the resignationof Mr. Vikram Swarup. Ms. Binaisha would hold office only till the date up to which Mr. Vikram Swarup in whose place she was appointed would have held office, namely till the annual general meeting to be held in the year 2017.

On recommendation of the Nomination and Remuneration Committee, at the ensuing annual general meeting it is proposed to confirm the appointment of Ms. Binaisha Sundaram as an independent director in terms of section 149 of the Act, from 31.08.2015 up to 30.08.2020. Ms. Binaisha Sundaram is an independent director in compliance with clause 49 of the Listing Agreement with the Bombay Stock Exchange. She meets criteria of Independent director in accordance with section 149 of the Act. Pursuant to section 149 read with section 152 of the Act, she has to be confirmed as an independent director for a period of five years.

KEY MANAGERIAL PEROSONNEL

The Board of Directors has appointed the following Key Managerial Personnel (KMP) on 30.03.2015.

a. Mr. Gaurav Swarup, Managing Director.

b. Mr. A. K. Singhania, Chief Financial Officer.

c. Mr. Hirak Ghosh, Company Secretary.

All the above are also KMP of the PCTL. Therefore their appointment is covered by section 203(3) of the Act. Appointment of Mr. G Swarup as Managing Director is subject to approval of members at the ensuing annual general meeting. Tenure of Mr. Swarup is concurrent with his tenure as Managing Director in PCTL, i.e. up to 30.01.2017.

Incompliance with the Act and Listing Agreement with the BSE the following reports are attached.

Sr. Particulars Annexure No.

1. Corporate Governance Report with requisite certificate from the Practising Company Secretary (PCS) A

2. Management Discussion And Analysis Report B

3. Secretarial Audit Report C Refer Para on qualificatin in the Secretarial Report

4. A Statement containing salient features of the financial statement of New Holding and Trading Co. Ltd. D (wholly owned subsidiary) and KSB Pumps Limited (Associate Company) in Form AOC 1

5. Extract of Annual Return in Form MGT 9 E

6. Corporate Social Responsibility report in accordance with Section 135 of the Act read with the Rules F

7. Financial Summary/Highlights G

8. Consolidated Financial Statement H

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review the Board of Directors met five times. The details are given in the Corporate Governance Report (Annexure A). All suggestions of the Audit Committee have been accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and sub section (5) of the Act, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(b) Appropriate accounting policies have been selected and applied consistently and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2015 and of the profit for the year under review.

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

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

(e) internal financial controls have been laid down and followed by the company and such internal financial controls are adequate and operating satisfactorily.

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

AUDIT COMMITTEE

Members of the Audit Committee are Mr. A R Broacha, Mr. A K Modi and Mr. A V Setalvad. Details of the said committee are set out in the Corporate Governance Report (Annexure A).

A STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. A R Broacha and Mr. A K Modi, independent directors have furnished declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act, and clause 49 of the Listing Agreement.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION AND CRITERIA OF INDEPENDENCE OF DIRECTORS

Nomination and Remuneration Committee recommends to the Board appointment of director.

With regard to remuneration, except Mr. G Swarup all the directors are non-executive director. Mr. Swarup will not draw any remuneration after 30.03.2015, the date of his appointment as KMP. Directors are paid sitting fee as well as commission based on the net profits of the Company. Mr. Gaurav Swarup has been paid commission based on profits for his tenure as non-executive director. The members have approved payment of commission within the limit laid down in the Act.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Act, the Board of Directors has appointed Mayur Mehta, PCS as secretarial auditor. Secretarial Audit Report received from Mayur Mehta is enclosed (Annexure C).

Observations in the Report

a. "The Company has appointed Ms Binaisha Sundaram, woman director, in accordance with second proviso to section 149(1) of the Companies Act, 2013 and clause 49(II)(A)(1) of the Listing Agreement with BSE on 22.04.2015, i.e. after the close of the financial year ended 31.03.2015. The BSE has proposed penalty of Rs. 50,000 pursuant to directive of Securities Exchange Board of India."

b. "Penalty of Rs. 4961 paid to the BSE for late filing of shareholding pattern as at 31.03.2014 under clause 35 of the listing agreement."

Explanation

a. The Board of Directors had made intensive search for a suitable woman candidate who could be inducted as an independent woman director before 31.03.2015. Like many other corporates, the Company faced difficulty in selection of suitable candidate and therefore there was delay in the appointment.

b. There has been administrative delay.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company's principal business is dealing in investments and securities and it is registered as NBFC with the Reserve Bank of India. As nothing in Section 186 except sub Section (1) of the Act applies in accordance with Section 186(11) details are not required to be given. However Note Nos 7 and 9 of the attached financial statement gives details of the same.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no material related party transactions during the year under review with the promoters, directors, Key Managerial Personnel and their relatives. Therefor no details are required to be disclosed in the Form AOC 2.

MATERIAL CHANGES AND FINANCIAL COMMITMENTS, IF ANY,

No material changes and financial commitments have occurred between the end of the financial year of the Company to which the balance sheet relates and the date of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

There are no particulars to be disclosed with regard to

* conservation of energy,

* technology absorption and

* foreign exchange earnings and outgoings

RISK MANAGEMENT

The principal business of the company is dealing in investments and securities which are subject to market risks. The Board of Directors/Committee of Directors take policy decision on deployment of funds of the Company in securities market based on investment climate and economic conditions in the country and movement in the stock markets. The investment portfolio is periodically reviewed by the Board of Directors/ Committee of Directors and cautious approach is a key note of the policy to mitigate the risks.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the Section 135 of the Act read with the Companies (Corporate Social Responsibilities) Rules, 2014, the Corporate Social Responsibility Committee was constituted during the year.

As recommended by the CSR committee the Board has adopted CSR policy which is available on the Website of the Company.

The budgeted expenditure of Rs. 10 lakhs as recommended by the CSR Committee has been provided in the accounts for the year ended 31.03.2015. It is proposed to contribute to Jnana Prabodhini Shivapradesh, NGO for a project of setting up a small hostel facility for girls as Velhe in the state of Maharashtra. During the year the money could not be spent as the project identified by the Board of Directors needed funds for the financial year 2015-16.

CHANGE IN BUSINESS

There has been no change in the nature of business of the Company.

DEPOSITS

The Company had no deposits at the beginning of the Financial Year. It has not accepted any deposits from its members/directors. The Company does not have any outstanding deposits at the end of the Financial Year.

SIGNIFICANT MATERIAL ORDERS

Save as mentioned under the Secretarial Audit Report above, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

INTERNAL FINANCIAL CONTROL

The quality of internal financial procedure and control observed by the management and its officials are commensurate with the size of the operations of the Company.

DISCLOSURE OF REMUNERATION VIS A VIS EMPLOYEES

No disclosure is required to be made pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as there are only two male employees of the Company. Further non-executive directors are paid commission related to profits and fees. The Managing Director has been appointed on 30.03.2015 and he is not to be paid remuneration.

The Company has no employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS' REPORT

There are no qualification or adverse remarks in the Auditor's Report.

AUDITORS

In accordance with Section 139 of the Act, the Company at the Annual General Meeting held on 24th September, 2014 appointed M/s. V S Somani & Co., Chartered Accountants, the existing statutory auditors (being a sole proprietary firm) for a period of three years. The appointment was to be ratified by members at every annual general meeting thereafter.

In accordance with provisions of Section 139 of the Act, the Board of Directors has received consent and certificates of eligibility and compliance of criteria under Section 141 of the said Act from M/s. V S Somani & Co., Chartered Accountants, Mumbai. Members are requested to ratify the appointment of the existing statutory auditors M/s. V S Somani & Co., Chartered Accountants, and fix their remuneration.

On behalf of the Board of Directors A. V. SETALVAD Chairman

Registered Office:

125, Maker Chambers III, Nariman Point, Mumbai-400 021. Mumbai, May 28, 2015.

Mar 31, 2014

Dear members,

The Directors beg to submit their report and audited Balance Sheet and Statement of Profit and Loss Account of the Company for the year ended 31st March 2014.

1. ACCOUNTS:

2013 - 2014 2012 - 2013

Income 266.20 845.00

Expenditure:

(a) Expenses 50.31 60.22

(b) Provision for 17.17 --- Diminution in Long Term Investments

(c) Exceptional --- 5.96 Expenses

Profit before Taxation 198.72 778.82

Provision for Taxation:

Current Tax

- For the year 5.10 4.95

- Minimum alternate Tax credit (5.10) (4.95)

- Relating to earlier years --- ---

Net Profit after taxation 198.72 779.77

Add: Balance brought forward 1,215.27 1,043.86 from Balance Sheet

Profit for Appropriation 1,413.99 1,823.63

Appropriation:

Dividend 319.98 319.98

Tax on Dividend 54.38 54.38

Special Reserve (in terms of Section 45-IC of RBI Act, 1934) 40.00 156.00

General Reserve 20.00 78.00

Balance Carried to Balance Sheet 979.63 1,215.27

1,413.99 1,215.27

2. DIVIDEND:

Your Directors recommend a dividend of Rs. 55 per share (previous year Rs. 55 per share.)

3. CONSOLIDATED ACCOUNTS:

As per the requirement of SEBI, Consolidated Accounts in accordance with the Accounting Standard AS-21 have been annexed to this annual report.

4. SUBSIDIARY''S ACCOUNTS

Annual accounts for the year ended 31st March, 2014, of New Holding and Trading Company Limited (the Company''s wholly owned subsidiary) showing profit before tax of Rs.9 Lacs (previous year Rs.29 Lacs.) is attached.

5. DIRECTORS

Mr. V Swarup retires by rotation and being eligible, offers himself for reappointment.

Under Section 262 of the Companies Act, 1956 and Article 115 of the Articles of Association of the Company, Mr. A. K. Modi, was appointed on 11th September, 2013, as an Independent Director to fill a casual vacancy caused by the demise of Mr. V. C. Vaidya, one of the independent directors. In accordance with Section 262 of the Companies Act, 1956 corresponding to Section 161 of the Companies Act, 2013, Mr. Modi, holds office only till the date up to which Mr. V. C. Vaidya in whose place he was appointed would have held office, namely till the date of this Annual General Meeting.

Mr. Modi is an independent director in compliance with clause 49 of the Listing Agreement with the Bombay Stock Exchange. He also fulfills criteria of Independent Director in accordance with section 149 of the Companies Act, 2013. Pursuant to provisions of sections 149 and 152 of the Companies Act, he is to be appointed as an independent director at the annual general meeting initially for a period of five years.

Members at the annual general meeting held on 11th September, 2009, re- appointed Mr. A. R. Broacha, a director liable to retire by rotation. He is due to retire by rotation at the next annual general meeting. Mr. Broacha is an independent director in compliance with clause 49 of the Listing Agreement with the Bombay Stock Exchange. He also fulfills criteria of Independent Director in accordance with section 149 of the Companies Act, 2013. Pursuant to provisions of sections 149 and 152 of the Companies Act, he is to be confirmed as an independent director at the annual general meeting initially for a period of five years.

6. CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance together with a Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is annexed to this Report.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, forming part of this report, as required under Clause 49(IV)(F) of the Listing Agreement with the Stock Exchanges, is attached.

8. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public.

9. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, in accordance with section 205C of the Companies Act, 1956, an amount of Rs. 1,27,824/- being unclaimed dividends up to the accounting year ended 31st March, 2007, was transferred to the Investor Education & Protection Fund established by the Central Government.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently and that the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2014 and of the profit for the year under review.

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

11. AUDITORS

In accordance with Section 139 of the said Act read with rules made thereunder, the Company being a listed company, is required to appoint at the annual general meeting the existing retiring statutory auditors (individual) for a period of three years. The appointment is to be ratified by members at every annual general meeting thereafter. Messrs. V S Somani & Co., Chartered Accountants, the existing statutory auditors (being a sole proprietary firm) retires at the ensuing annual general meeting and is required to be appointed for a period of three years so as to hold office up to the conclusion of the third Annual General Meeting to be held after this meeting. In accordance with provisions of Section 139 of the said Act, the Board of Directors has received consent and certificates of eligibility and compliance of criteria under Section 141 of the said Act from Messrs. V S Somani & Co., Chartered Accountants. Members are requested to approve the appointment of the existing statutory auditors Messrs. V S Somani & Co., Chartered Accountants and fix their remuneration.

12. PARTICULARS OF EMPLOYEES

The Company has no employees covered under section 217 (2A) of the Companies Act, 1956.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Your Company is not engaged in any manufacturing activities, and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy or technology absorption.

14. COMPLIANCE CERTIFICATE

A copy of Compliance Certificate under section 383A of the Companies Act, 1956, for the year ended 31st March, 2014, received from Mr. Mayur Mehta, Practising Company Certificate, is annexed and form part of this report.

For and on behalf of the Board of Directors

A. V. SETALVAD Mumbai, May 28, 2014. Chairman

Mar 31, 2013

The Directors beg to submit their report and audited Balance Sheet and Statement of Profit and Loss Account of the Company for the year ended 31st March 2013.

1. ACCOUNTS:

Rs. in Lacs

2012-2013 2011-2012

Income 845.00 559.06

Expenditure:

(a) Expenses 60.22 45.49

(b) Adjustments to the carrying amount of current investments 18.88

(c) Exceptional expenses 5.96

Profit before Taxation 778.82 494.69

Provision for Taxation:

Current Tax

Â for the year (4.95)

Â relating to earlier years (0.95)

Deferred Tax (0.11)

(0.95) (0.11) Net Profit 779.77 494.80

Add: Balance brought forward from Balance Sheet 1,043.86 1,070.95

Profit for Appropriation 1,823.63 1,565.75

Appropriation:

Dividend 319.98 319.98

Tax on Dividend 54.38 51.91

Special Reserve (in terms of Section 45-IC of RBI Act, 1934) 156.00 100.00

General Reserve 78.00 50.00

Balance Carried to Balance Sheet 1,215.27 1,043.86

1,823.63 1,565.75

2. DIVIDEND:

From the profit of the year, your Directors recommend a dividend of Rs. 55.00 per share (previous year Rs.55.00 per Share).

3. CONSOLIDATED ACCOUNTS:

As per the requirement of SEBI, Consolidated accounts in accordance with Accounting Standard (AS) - 21 have been annexed to this Annual Report.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the the Articles of Association of the Company, Mr. A. R. Broacha and Mr. A. V. Setalvad retire by rotation and, being eligible, offer themeselves for re-appointment

5. AUDITORS:

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors, Messrs V. S. Somani & Co., Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from Messrs V. S. Somani & Co., Chartered Accountants, to the effect that their re-appointment, if made, will be within the prescribed limits in Section 224(1-B) of the Companies Act, 1956.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of The Companies Act, 1956, the Board of Directors report that:

Â in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

Â accounting policies have been selected and applied consistently and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

Â proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Â the annual accounts have been prepared on a going concern basis.

7 COMPLIANCE CERTIFICATE

A copy of Compliance Certificate U/s. 383A of the Companies Act. 1956, received from Mr. Mayur Mehta, Practising Company Secretary is annexed and form part of this report.

8 SUBSIDIARY''S ACCOUNTS:

New Holding And Trading Company Limited''s Accounts for the year ended March 31, 2013 are attached.

9 EMPLOYEES:

The Company has no employees covered under section 217(2A) of the Companies Act, 1956.

For and on behalf of the Board of Directors

A. V. SETALVAD

Mumbai, May 24, 2013. Chairman

Mar 31, 2012

The Directors beg to submit their report and audited Balance Sheet and Profit and Loss Statement of the Company for the year ended 31st March 2012.

1. ACCOUNTS: Rs. in lacs

2011-2012 2010-2011

Income 559.06 636.00

Expenditure:

(a) Expenses 45.49 28.61

(b) Adjustments to the carrying amount of current investments 18.88 9.78

Profit before Taxation 494.69 597.61

Provision for Taxation:

Current Tax

- for the year - 1.50

- relating to earlier year - (0.16)

Deferred Tax (0.11) (0.01)

(0.11) 1.33

Net Profit 494.80 596.28

Add: Balance brought forward from Balance Sheet 1,070.95 1,026.20

Profit for Appropriation 1,565.75 1,622.48

Appropriation:

Dividend 319.98 319.98

Tax on Dividend 51.91 51.55

Special Reserve (in terms of Section 45-IC of RBI Act, 1934) 100.00 120.00

General Reserve 50.00 60.00

Balance Carried to Balance Sheet 1,043.86 1,070.95

1,565.75 1,622.48

2. DIVIDEND:

From the profit of the year, your Directors recommend a dividend of Rs. 55.00 per share (previous year Rs.55.00 per Share).

Market conditions have had a bearing on the Company's working for the year.

3. CONSOLIDATED ACCOUNTS:

As per the requirement of SEBI, Consolidated accounts in accordance with Accounting Standard (AS) - 21 have been annexed to this Annual Report.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the the Articles of Association of the Company, Mr. V. Swarup and Mr. G. Swarup retire by rotation and, being eligible, offer themselves for re-appointment.

5. AUDITORS:

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors, Messrs V. S. Somani & Co., Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from Messrs V. S. Somani & Co. Chartered Accountants to the effect that their re-appointment, if made, will be within the prescribed limits in Section 224(1-B) of the Companies Act, 1956.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of The Companies Act, 1956, the Board of Directors report that:

Ã in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

Ã accounting policies have been selected and applied consistently and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

Ã proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Ã the annual accounts have been prepared on a going concern basis.

7 COMPLIANCE CERTIFICATE

A copy of Compliance Certificate U/s.383A of the Companies Act. 1956, received from Ragini Chokshi & Associates, Company Secretaries, is annexed and form part of this report.

8 SUBSIDIARY'S ACCOUNTS:

New Holding And Trading Company Limited's Accounts for the year ended March 31, 2012 are attached.

9 EMPLOYEES:

The Company has no employees covered under Section 217 (2A) of the Companies Act, 1956.

For and on behalf of the Board of Directors

A. V. SETALVAD

Mumbai, May 18, 2012. Chairman

Mar 31, 2011

Dear Members,

The Directors beg to submit their report and audited Balance Sheet and Profit and Loss Account of the Company for the year ended 31st March 2011.

1. ACCOUNTS:

Rs. in lacs

2010-2011 2009-2010

Income 636.00 366.24

Expenditure

(a) Expenses 28.61 21.41

(b) Provision for diminution in the value of Investment (current) 9.78 (47.62)

Profit before Taxation 597.61 392.45

Provision for Taxation :

Current Tax

- for the year 1.50 10.00

- relating to earlier year (0.16) 11.13

Deferred Tax (0.01) (0.02) 1.33 21.11

Net Profit 596.28 371.34

Add: Balance brought forward from Balance Sheet 1,026.20 876.76

Profit for Appropriation 1,622.48 1,248.10

Appropriation:

Dividend 319.98 93.08

Tax on Dividend 51.55 15.82

Special Reserve (in terms of Section 45-IC of RBI Act, 1934) 120.00 75.00

General Reserve 60.00 38.00

Balance Carried to Balance Sheet 1,070.95 1,026.20

1,622.48 1,248.10

2. DIVIDEND:

From the profit of the year, your Directors recommend an increased dividend of Rs. 55.00 per share (previous year Rs. 16.00 per Share)

3. CONSOLIDATED ACCOUNTS:

As per the requirement of SEBI, Consolidated accounts in accordance with Accounting Standard (AS) - 21 have been annexed to this Annual Report.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the the Articles of Association of the Company, Mr. V. C. Vaidya and Mr. A. V. Setalvad retire by rotation and, being eligible, offer themeselves for re-appointment.

5. AUDITORS:

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors, Messrs N. M. Raiji & Co., Chartered Accountants, have expressed their unwillingness to seek re-appointment as the same would not be within the limits under Section 224(1B) of the Companies Act, 1956. It is proposed to appoint Messrs V.S. Somani & Co., Chartered Accountants, as Statutory Auditors of the Company for the year 2011 - 2012. A special notice has been received from a member of the Company in terms of provision of the Companies Act,1956, signifying intension to propose the appointment of Messrs V. S. Somani & Co, Chartered Accountants as Statutory Auditors of the Company. The Company has received a certificate from Messrs. V. S. Somani & Co., Chartered Accountants, to the effect that their appointment, if made, will be within the prescribed limits specified in at Section 224 (1-B) of the Companies Act, 1956.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of The Companies Act, 1956, the Board of Directors report that:

* in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

* accounting policies have been selected and applied consistently and that the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

* proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* the annual accounts have been prepared on a going concern basis.

7. COMPLIANCE CERTIFICATE

A copy of Compliance Certificate U/s.383A of the Companies Act.1956, received from Ragini Chokshi & Co., Company Secretaries, is annexed and form part of this report.

8. SUBSIDIARY'S ACCOUNTS:

New Holding And Trading Company Limited's Accounts for the year ended March 31, 2011 are attached.

9. EMPLOYEES:

The Company has no employees covered under Section 217 (2A) of the Companies Act, 1956.

For and on behalf of the Board of Directors

Place : Mumbai A.V. SETALVAD

Date : 23rd May, 2011 CHAIRMAN

Mar 31, 2010

The Directors beg to submit their report and audited Balance Sheet and Profit and Loss Account of the Company for the year ended 31 st March 2010.

1. ACCOUNTS: Rs. in lacs

2009-2010 2008- 2009

Income 366.24 355.36

Expenditure

(a) Expenses 21.41 20.33

(b) Provision for diminution in the value of Investment (current) (47.62) 40.13

Profit before Taxation 392.45 294.90

Provision for Taxation :

Current Tax

-for the year 10.00 --

- relating to earlier year 11.13 1.25

Deferred Tax (0.02) (0.04)

Fringe Benefit Tax - 0.05

21.11 1.26

Net Profit 371.34 293.64

Add: Balance brought forward from Balance Sheet 876.76 754.80

Profit for Appropriation 1,248.10 1,048.44

Appropriation:

Dividend 93.08 69.81

Tax on Dividend 15.82 11.87

Special Reserve (in terms of Section 45-IC of RBI Act, 1934) 75.00 60.00

General Reserve 38.00 30.00

Balance Carried to Balance Sheet 1,026.20 876.76

1,248.10 1,048.44

2. DIVIDEND:

From the profit of the year, your Directors recommend a dividend of Rs. 16.00 per share (previous year Rs.12.00 per Share)

3. CONSOLIDATED ACCOUNTS:

As per the requirement of SEBI, Consolidated accounts in accordance with Accounting Standard (AS)-21 have been annexed to thisAnnual Report.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the the Articles of Association of the Company, Mr.V. C. Vaidya and Mr. A. R. Broacha retire by rotation and, being eligible, offer themeselves for re-appointment.

5. AUDITORS:

You are requested to appoint auditors for the current year and fix their remuneration. The retiring auditors, Messrs N. M. Raiji & Co., Chartered Accountants, are eligible and offer themselves for re-appointment. The Company has received a certificate from Messrs N. M. Raiji & Co. to the effect that their re-appointment, if made, will be within the presscribed limits in Section 224(1-B) of the Companies Act, 1956.

6. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of The Companies Act, 1956, the Board of Directors report that:

* in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

* accounting policies have been selected and applied consistently and that the judgements and estimates made 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 thefinancial year and of the profit of the Company for that period.

* proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of The Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

* the annual accounts have been prepared on a going concern basis.

7 COMPLIANCE CERTIFICATE

A copy of Compliance Certificate U/s.383A of the Companies Act. 1956, received from Ragini Chokshi & Co., Company Secretaries, is annexed and form part of this report.

8 SUBSIDIARYS ACCOUNTS:

New Holding And trading Company Limiteds Accounts for the year ended March 31,2010 are attached.

9 EMPLOYEES:

The Company has no employees covered under Section 217 (2A) of the Companies Act, 1956.

For and on behalf of the Board of Directors

A. V. SETALVAD

Mumbai, 22nd June, 2010 Chairman

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