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Directors Report of Pilani Investment and Industries Corporation Ltd.
Mar 31, 2025
Your Directors are pleased to present the 78th Annual Report of the Company along with the Audited Financial
Statements for the year ended 31st March, 2025. The Financial Results for the year are shown below:
(? in Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Total Income |
32,320.04 |
30,321.13 |
30,707.39 |
28,630.95 |
|
Less: Total expenses |
10,149.49 |
8,461.13 |
10,258.23 |
8,469.71 |
|
Less: Exceptional Items |
- |
- |
- |
- |
|
Profit before tax |
22,170.55 |
21,860.00 |
20,449.16 |
20,161.24 |
|
Add/(Less): Tax expense |
(5,229.94) |
(5,152.95) |
(5,261.46) |
(5,188.35) |
|
Profit after tax |
16,940.61 |
16,707.05 |
15,187.70 |
14,972.89 |
|
Add/(Less): Share in profit of associate company Net profit after tax and share in profit of associate Company |
- |
- |
(5,339.42) |
1,672.87 |
|
Profit for the year |
16,940.61 |
16,707.05 |
9,848.28 |
16,645.76 |
|
Add/(Less): Other adjustment relating to an associate |
- |
- |
- |
20.48 |
|
Add / (Less): Actuarial gain on defined benefit plan (gratuity) Net |
1.22 |
1.38 |
(98.76) |
(44.97) |
|
Realised gain on equity share |
4,596.20 |
- |
4,596.20 |
- |
|
Less: Current tax on realised gain |
(365.39) |
- |
(365.39) |
- |
|
Add: Balance brought forward from previous year |
1,84,766.10 |
1,73,060.20 |
2,33,084.11 |
2,21,465.37 |
|
Balance Available |
2,05,938.74 |
1,89,768.63 |
2,47,064.44 |
2,38,086.64 |
|
Appropriations |
||||
|
Dividend paid |
1,660.84 |
1,660.84 |
1,660.84 |
1,660.84 |
|
Transfer to Statutory Reserve u/s. 45-IC of Reserve Bank of |
4,234.53 |
3,341.69 |
4,244.38 |
3,341.69 |
|
Closing Balance of retained earnings |
2,00,043.37 |
1,84,766.10 |
2,41,159.22 |
2,33,084.11 |
INDIAN ACCOUNTING STANDARDS (IND AS)
The audited financial statements of the Company drawn up both on standalone and consolidated basis, for the
financial year ended 31st March, 2025, are in accordance with the requirements of the Companies (Indian Accounting
Standards) Rules, 2015 ("Ind AS Rules").
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of business of the Company.
SHARE CAPITAL
During the year under review, there has been no change in the Share capital of the Company.
DIVIDEND
The Board of Directors has recommended a dividend of ? 15 /- (Rupees Fifteen only) per equity share of ? 10/- each
equivalent to 150 % (One Hundred Fifty percent) on the paid-up equity share capital of the Company for the year
ended 31st March, 2025 as against ? 15/- (Rupees Fifteen only) per equity share equivalent to 150% (one hundred
fifty percent) paid in the previous year on the equity shares of ? 10/- each. The dividend will be paid after approval
by the shareholders in accordance with law at the ensuing Annual General Meeting. Pursuant to the provisions of
the Finance Act, 2020, dividend income will now be taxable in the hands of the Shareholders w.e.f. 1st April, 2020 and
accordingly the Company would be required to deduct tax at source ("TDS") from such dividend at the prescribed
rates under the Income Tax Act, 1961. The total outflow will be of ? 1,660.84 Lakhs.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the General Reserves for the Financial Year ended 31st
March, 2025.
DIRECTORS
Smt. Rajashree Birla, Director (DIN: 00022995) will be retiring at the ensuing 78th Annual General Meeting of the
Company and being eligible, offers herself for being re-elected. Further in terms of Regulation 17(1A) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a special resolution would require to be passed
for her re-appointment as she has attained the age of 75 years. The Board commends the resolution for approval
of the shareholders for the continuation of Smt. Birla as Non-Executive Director of the Company liable to retire by
rotation. The continuation of Smt. Birla as the Non-Executive Director will be of immense benefit for the company
taking into account her vast and rich experience and deep business acumen. Proposal for the continuation of Smt.
Birla as Non-Executive Director of the Company liable to retire by rotation is included in the Notice convening the
78th Annual General Meeting of the Company along with Explanatory Statement as required under Section 102 of
the Companies Act, 2013 ("the Act").
PERFORMANCE EVALUATION
The Nomination, Remuneration and Compensation Policy of the Company empowers the Nomination and
Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees
of the Board and the Board as a whole.
The Nomination and Remuneration Committee of the Company accordingly evaluated the performance of all the
individual Directors on various parameters such as level of participation of the Directors, preparing themselves well
in advance to take active participation at the meeting(s), level of knowledge and expertise etc.
The Independent Directors of the Company also had a separate meeting on 5th February, 2025 to review the
performance and evaluation of Non- Independent Directors and the Board as a whole.
The Board after taking into consideration the evaluation as done by the Nomination and Remuneration Committee
and by the Independent Directors, carried out an annual evaluation of its own performance and that of its Committees
and individual Directors. The overall outcome of such evaluation is that the Board, its Committees and all individual
Directors have performed effectively and satisfactorily.
DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria
of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules
issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or
re-enactment(s) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence.
CODE OF CONDUCT
All the Board Members and Key Management Personnel of the Company have affirmed compliance with the Code of
Conduct applicable to the Board Members and Employees of the Company for the year 2024-25 and a declaration in
this regard has been made by the Chief Executive Officer which forms a part of this Report as an Annexure.
BOARD AND COMMITTEE MEETINGS
During the year under review, four Board Meetings were held. The details of the composition of the Board and its
Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the attached
Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under
the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the best of their
knowledge and belief confirm that -
(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along
with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgements
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year as on 31st March, 2025 and of the Profit of the Company for that
period;
(iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the
maintenance of adequate accounting and other records in accordance with the provisions of the aforesaid Act
for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal
Financial Controls are adequate and have been operating effectively; and
(vi) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and
that such system is adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
There are no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate and the date
of this report.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS
There were no significant material orders passed by the Regulators/Courts/Tribunals impacting the going concern
status of the Company and its future operations.
APPLICATION TO THE RESERVE BANK OF INDIA FOR CONVERSION OF THE COMPANY FROM NON-BANKING
FINANCIAL COMPANY (NBFC) TO CORE INVESTMENT COMPANY (CIC)
During the year under review the Company has submitted an application with Reserve Bank of India for conversion
of the Company from Non-Banking Financial Company to Core Investment Company. The Company''s application to
Reserve Bank of India ("RBI") for conversion from Non- Banking Financial Company to Core Investment Company has
since been processed by RBI and as directed by RBI vide its letter dated May 21,2025, the Company has surrendered
the original Certificate of Registration issued by RBI as a NBFC-ICC and the Company is awaiting receipt of the fresh
Certificate of Registration as a Core Investment Company.
INTERNAL FINANCIAL CONTROL
The Company believes that a strong internal control framework is an important pillar of Corporate Governance. The
Company has in place adequate internal financial control system which ensures orderly and efficient conduct of its
business, safeguarding of its assets and accuracy and completeness of accounting records, timely preparation of
reliable financial information and various regulatory and statutory compliances.
The Internal Auditors reviews the efficiency and effectiveness of the aforesaid systems and procedures. The Internal
Auditors submit their report periodically which is placed before and reviewed by the Audit Committee of the
Company on quarterly basis.
CEO/CFO CERTIFICATION
As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO
and CFO certificate for the financial year 2024-25 has been submitted to the Board and a copy thereof is contained
in the Annual Report.
LISTING OF EQUITY SHARES
The Equity shares of your Company are listed with the National Stock Exchange of India Limited and BSE Limited. The
Commercial Papers of the Company issued during the year under review are listed with BSE Limited.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March,
2025, is available on the Company''s website www.pilaniinvestment.com.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri R. P.
Pansari, Chief Executive Officer, Shri J. K. Singhania, Chief Financial Officer and Shri R. S. Kashyap, Company Secretary.
There are no changes in the Key Managerial Personnel of your Company during the year under review.
Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2025 are mentioned
in the Annual Return.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies Act, 2013
for the year ended 31st March 2025. However, the NIL disclosure in prescribed form AOC-2 as on 31st March, 2025 is
attached and the same forms part of this Report.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is
attached as a part of this Annual Report of the Company. A certificate from Statutory Auditors of the Company
regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance
Report forming part of this Annual Report. The Company Secretary is acting as the Secretary of the Committee. The
Chief Executive Officer and the Chief Financial Officer are permanent invitees to the Audit Committee Meetings to
give clarifications on accounts and related issues. The Board has accepted all the recommendations as and when
forwarded by the Audit Committee. The Company has in place a vigil mechanism viz. Whistle Blower Policy the
details of which are available on the Company''s website www.pilaniinvestment.com.
Other details relating to number of meetings, dates of such meetings and the attendance of each member etc. have
been given separately in the attached Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the
Corporate Governance Report forming part of the Annual Report. The Company Secretary is acting as the Secretary
of this Committee. The Committee had devised a policy named as "Nomination, Remuneration and Compensation
Policy" which has been duly approved by the Board and a copy of the same is available on the Company''s website
www.pilaniinvestment.com and is also attached as Annexure - A hereto and forms part of this Report.
Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have
been given separately in the attached Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The composition and terms of reference of the Corporate Social Responsibility Committee (CSR Committee) have
been given in the Corporate Governance Report forming part of this Annual Report. The said Committee has devised
a policy named as "Corporate Social Responsibility Policy" which has been duly approved by the Board and a copy
of the same is available on the Company''s website www.pilaniinvestment.com and is also attached as Annexure - B
hereto and forms part of this Report.
Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have
been given separately in the attached Corporate Governance Report.
In terms of provisions of Section 135 of the Companies Act, 2013, the Company has been spending money on various
CSR activities through various implementing agencies. During the year, the Company was able to make disbursements
for the CSR expenditure only to the tune of '' 254.14 Lakhs till 31st March, 2025 against its obligations of '' 303.42
Lakhs and thereby there remained an unspent amount of '' 49.28 Lakhs which in terms of Section 135(6) of the said
Act has been subsequently transferred to the designated bank account i.e Unspent Corporate Social Responsibility
Account. The said shortfall occurred as certain pre-disbursal formalities were pending at the implementing agency''s
end, in respect of the ongoing programme/project. However, the shortfall was duly provided for as a liability in the
financial statements for the financial year 2024-25 by a corresponding charge to the Statement of Profit and Loss, as
during the said year the Company had undertaken a binding commitment to the said implementing agency.
The details of CSR expenditure in prescribed form are annexed as Annexure - C and forms part of this Report.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of your Company has adopted a Dividend Distribution Policy which can be accessed on the website of the
Company www.pilaniinvestment.com.
SUBSIDIARIES/ASSOCIATE COMPANIES
The Company has two Subsidiaries and one Associate. Pursuant to the provisions of Section 129 (3) of the Companies
Act, 2013, a statement containing salient features of the financial statements of the Company''s Subsidiaries/Associate
in Form AOC-1 is attached with this Report.
RISK MANAGEMENT
The Company has in place a proper and efficient Risk Management Policy which identifies, evaluates and mitigates
the potential business risks.
SECRETARIAL AUDIT
In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted for
the Financial Year 2024-25 by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing Company Secretary.
The Secretarial Auditor''s Report is attached as Annexure - D and forms part of this Report.
Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, ("SEBI Listing Regulations"), as amended, mandates approval of Members by means of an Ordinary
Resolution for appointment of Secretarial Auditor of the Company from the Financial Year 2025-26 onwards. M/s. K.
C. Dhanuka & Co., Company Secretaries, were proposed to be appointed as the Secretarial Auditors of the Company
for a period of 5 consecutive years, commencing from the Financial Year 2025-26, at such remuneration as may
be mutually decided. M/s. K. C. Dhanuka & Co., Company Secretaries, has consented to the said appointment
and confirmed that they are Peer Reviewed Company Secretaries. They have further confirmed that they are not
disqualified to be appointed as Secretarial Auditors in terms of Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Board based on the recommendations of the Audit Committee
of the Company recommends the appointment of M/s. K. C. Dhanuka & Co., Company Secretaries as the Secretarial
Auditors of the Company. Resolution seeking their appointment forms part of the Notice convening the 78th Annual
General Meeting of the Company.
AUDITORS
M/s. Maheshwari & Associates, Chartered Accountants, (ICAI Firm Registration No.: 311008E) and M/s. Agrawal
Subodh & Co., Chartered Accountants, (ICAI Firm Registration No.: 319260E ) were appointed as the Joint Statutory
Auditors of the Company from the conclusion of the 77th Annual General Meeting till conclusion of the 80th Annual
General Meeting to be held in the year 2027.
During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under
the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.
AUDITORS'' REPORT/SECRETARIAL AUDITORS'' REPORT
The observations made in the Auditors'' Report/Secretarial Auditors'' Report are self-explanatory and, therefore, do
not call for any further explanation under Section 134 (3)(f)(i) of the Companies Act, 2013.
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.
SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General
Meeting (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.
EMPLOYEES
Information required under Section 197 of the Companies Act, 2013 read with the Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are as per Annexure - E
attached hereto and forms part of this Report. Details as required under the provisions of Section 197 (12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, will be made available to any member upon request, as per provisions of Section
136(1) of the Companies Act, 2013.
DEPOSITS
The Company has not accepted/accessed any public deposit during the year. Hence, no information is required to
be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve
Bank) Directions, 2016.
LOANS, GUARANTEES AND INVESTMENTS
The provisions of Section 186 of the Companies Act, 2013 pertaining to loans, guarantees and investment activities
are not applicable to the Company since the Company is a Non-Banking Financial Company ("NBFC") whose principal
business is acquisitions of securities. However, details of loans granted in the form of Inter Corporate Deposits are
covered in the Financial Statements. There are no guarantees issued, or securities provided by your Company.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared
by the company in accordance with the applicable Accounting Standards. The audited Consolidated Financial
Statements, together with Auditors'' Report, form part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended
under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in so far as it relates to the
Conservation of the Energy and Technology Absorption, is not applicable. During the year the Company has Foreign
Exchange Earnings in the form of dividend income amounting ? 2.35 Lakhs. The Company has no Foreign Exchange
Outgo during the year under review.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
Your Company has constituted Internal Complaints Committee as per the Sexual Harassment of Women at Work
place (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to
report sexual harassment cases at work place and its process ensures complete anonymity and confidentiality of
information.
During the year under review, the Company has not received any complaint under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, unpaid/unclaimed dividend for the Financial Year 2016-17 has been transferred
to the Investor Education and Protection Fund in compliance with the provisions of Section 124 and 125 of the
Companies Act, 2013. In compliance with these provisions read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 1343 equity shares
to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/unclaimed for a
consecutive period of 7 years.
FIXED DEPOSITS
The Company has not accepted any public deposits under the provisions of the Companies Act, 2013.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Business Responsibility and Sustainability Report (BRSR) is available as a separate section attached as Annexure - F,
which forms part of this Report and also hosted on the Company''s website www.pilaniinvestment.com.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report (MDA) for the year under review, as stipulated under Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as
Annexure - G, which forms part of this Report.
APPRECIATION & ACKNOWLEDGEMENTS
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received
from Banks, Government Authorities and members during the year under review. The Board of Directors also wish
to place on record their deep appreciation for the valuable services rendered and commitment displayed by the
employees of the Company and look forward to their continued support in the future as well.
For and on behalf of the Board of Directors
D. K. Mantri A. V. Jalan
Place: Kolkata Director Director
26th May, 2025 DIN: 00075664 DIN: 01455782
Mar 31, 2024
Your Directors are pleased to present the 77th Annual Report of the Company along with the Audited Financial Statements for the year ended 31st March, 2024. The Financial Results for the year are shown below:
('' in Lakhs)
|
Particulars |
Standalone |
Consolidated |
|||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
||
|
Total Income |
30,321.13 |
29,302.21 |
28,630.95 |
27,961.45 |
|
|
Less: Total expenses |
8,461.13 |
7,194.64 |
8,469.71 |
7,204.12 |
|
|
Less: Exceptional Items |
- |
- |
- |
- |
|
|
Profit before tax |
21,860.00 |
22,107.57 |
20,161.24 |
20,757.33 |
|
|
Add/(Less): Tax expense |
(5,152.95) |
(5,129.62) |
(5,188.35) |
(5,165.26) |
|
|
Profit after tax |
16,707.05 |
16,977.95 |
14,972.89 |
15,592.07 |
|
|
Add/(Less): Share in profit of associate company Net profit after tax and share in profit of associate Company |
- |
- |
1,672.87 |
9,001.00 |
|
|
Profit for the year |
16,707.05 |
16,977.95 |
16,645.76 |
24,593.07 |
|
|
Add/(Less): Other adjustment relating to an associate |
- |
- |
20.48 |
- |
|
|
Add / (Less):Actuarial gain on defined benefit plan (gratuity) Net of Income Tax |
1.38 |
1.24 |
(44.97) |
7.20 |
|
|
Realised gain on equity share |
- |
25.83 |
- |
25.83 |
|
|
Less: Current tax on realised |
|||||
|
gain |
|||||
|
Add: Balance brought forward from previous year |
1,73,060.20 |
1,61,117.03 |
2,21,465.37 |
2,01,901.12 |
|
|
Balance Available |
1,89,768.63 |
1,78,122.05 |
2,38,086.64 |
2,26,527.22 |
|
|
Appropriations |
|||||
|
Dividend paid |
1,660.84 |
1,660.84 |
1,660.84 |
1,660.84 |
|
|
Transfer to Statutory Reserve u/s. 45-IC of Reserve Bank of India Act, 1934 |
3,341.69 |
3,401.01 |
3,341.69 |
3,401.01 |
|
|
Closing Balance of retained earnings |
1,84,766.10 |
1,73,060.20 |
2,33,084.11 |
2,21,465.37 |
|
INDIAN ACCOUNTING STANDARDS (IND AS)
The audited financial statements of the Company drawn up both on standalone and consolidated basis, for the financial year ended 31st March, 2024, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS Rules").
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of business of the Company.
SHARE CAPITAL
During the year under review, there has been no change in the Share capital of the Company.
DIVIDEND
The Board of Directors has recommended a dividend of ? 15 /- (Rupees Fifteen only) per equity share of ? 10/-each equivalent to 150 % (One Hundred Fifty percent) on the paid-up equity share capital of the Company for the year ended 31st March, 2024 as against ? 15/- (Rupees Fifteen only) per equity share equivalent to 150% (one hundred fifty percent) paid in the previous year on the equity shares of ? 10/- each. The dividend will be paid after approval by the shareholders in accordance with law at the ensuing Annual General Meeting. Pursuant to the provisions of the Finance Act, 2020, dividend income will now be taxable in the hands of the Shareholders w.e.f. 1st April, 2020 and accordingly the Company would be required to deduct tax at source ("TDS") from such dividend at the prescribed rates under the Income Tax Act, 1961. The total outflow will be of ? 1,660.84 Lakhs.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the General Reserves for the Financial Year ended 31st March, 2024.
DIRECTORS
Shri A. V. Jalan, Director (DIN: 01455782) will be retiring at the ensuing 77th Annual General Meeting of the Company and being eligible, offers himself for being re-elected.
Shri Giriraj Maheswari (DIN: 00796252) and Shri Yazdi Piroj Dandiwala (DIN:01055000) had completed their first term of appointment as an Independent Director of the Company on 16th April, 2024 and they had been re-appointed as the Independent Directors on the recommendations of the Nomination & Remuneration Committee for second term of five consecutive years by the Board of Directors with effect from 17th April, 2024 up to 16th April, 2029. Further, Smt. Vanita Bhargava (DIN: 07156852) completed her first term of appointment as an Independent Director of the Company on 9th July, 2024 and she had also been re-appointed as an Independent Director on the recommendations of the Nomination and Remuneration Committee for another term of five consecutive years by the Board of Directors with effect from 10th July, 2024 up to 9th July, 2029. The approval of the Shareholders for all the aforesaid re-appointments had already been taken by way of Special Resolution through Postal Ballot Notice dated 13th February, 2024. The aforesaid re-appointments are based on the evaluation of their performance carried out by the Nomination and Remuneration Committee and Board.
PERFORMANCE EVALUATION
The Nomination, Remuneration and Compensation Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees of the Board and the Board as a whole.
The Nomination and Remuneration Committee of the Company accordingly evaluated the performance of all the individual Directors on various parameters such as level of participation of the Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge and expertise etc.
The Independent Directors of the Company also had a separate meeting on 13th February, 2024 to review the performance and evaluation of Non- Independent Directors and the Board as a whole.
The Board after taking into consideration the evaluation as done by the Nomination and Remuneration Committee and by the Independent Directors, carried out an annual evaluation of its own performance and that of its Committees and individual Directors. The overall outcome of such evaluation is that the Board, its Committees and all individual Directors have performed effectively and satisfactorily.
DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
CODE OF CONDUCT
All the Board Members and Key Management Personnel of the Company have affirmed compliance with the Code of Conduct applicable to the Board Members and Employees of the Company for the year 2023-24 and a declaration in this regard has been made by the Chief Executive Officer which forms a part of this Report as an Annexure.
BOARD AND COMMITTEE MEETINGS
During the year under review, four Board Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the attached Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the best of their knowledge and belief confirm that -
(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2024 and of the Profit of the Company for that period;
(iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting and other records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and have been operating effectively; and
(vi) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS
There were no significant material orders passed by the Regulators/Courts/Tribunals impacting the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROL
The Company believes that a strong internal control framework is an important pillar of Corporate Governance. The Company has in place adequate internal financial control system which ensures orderly and efficient conduct of its business, safeguarding of its assets and accuracy and completeness of accounting records, timely preparation of reliable financial information and various regulatory and statutory compliances.
The Internal Auditors reviews the efficiency and effectiveness of the aforesaid systems and procedures. The Internal Auditors submit their report periodically which is placed before and reviewed by the Audit Committee of the Company on quarterly basis.
CEO/CFO CERTIFICATION
As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certificate for the financial year 2023-24 has been submitted to the Board and a copy thereof is contained in the Annual Report.
LISTING OF EQUITY SHARES
The Equity shares of your Company are listed with the National Stock Exchange of India Limited and BSE Limited. The Commercial Papers of the Company issued during the year under review are listed with BSE Limited.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2024, is available on the Company''s website www.pilaniinvestment.com.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri R. P. Pansari, Chief Executive Officer, Shri J. K. Singhania, Chief Financial Officer and Shri R. S. Kashyap, Company Secretary.
There are no changes in the Key Managerial Personnel of your Company during the year under review.
Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2024 are mentioned in the Annual Return.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies Act, 2013 for the year ended 31st March 2024. However, the NIL disclosure in prescribed form AOC-2 as on 31st March, 2024 is attached and the same forms part of this Report.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is attached as a part of this Annual Report of the Company. A certificate from Statutory Auditors of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming part of this Annual Report. The Company Secretary is acting as the Secretary of the Committee. The Chief Executive Officer and the Chief Financial Officer are permanent invitees to the Audit Committee Meetings to give clarifications on accounts and related issues. The Board has accepted all the recommendations as and when forwarded by the Audit Committee. The Company has in place a vigil mechanism viz. Whistle Blower Policy the details of which are available on the Company''s website www.pilaniinvestment. com.
Other details relating to number of meetings, dates of such meetings and the attendance of each member etc. have been given separately in the attached Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming part of the Annual Report. The Company Secretary is acting as the Secretary of this Committee. The Committee had devised a policy named as "Nomination, Remuneration and Compensation Policy" which has been duly approved by the Board and a copy of the same is available on the Company''s website www.pilaniinvestment.com and is also attached as Annexure - A hereto and forms part of this Report.
Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The composition and terms of reference of the Corporate Social Responsibility Committee (CSR Committee) have been given in the Corporate Governance Report forming part of this Annual Report. The said Committee has devised a policy named as "Corporate Social Responsibility Policy" which has been duly approved by the Board and a copy of the same is available on the Company''s website www.pilaniinvestment.com and is also attached as Annexure - B hereto and forms part of this Report.
Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.
The Company was able to make disbursement for CSR expenditure upto the tune of ? 266.66 Lakhs till 31st March, 2024. However, for want of certain requisite documents from the concerned implementing agencies, there remained unspent amount to the extent of ? 15.54 Lakhs which has subsequently been transferred to the designated bank account i.e Unspent Corporate Social Responsibility Account in accordance with the applicable provisions of law. The unspent CSR expenditure for the financial year 2022-23 amounting ? 12.26 Lakhs had been disbursed during the year under review.
The details of CSR expenditure in prescribed form are annexed as Annexure - C and forms part of this Report. DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company has adopted a Dividend Distribution Policy which can be accessed on the website of the Company www.pilaniinvestment.com.
SUBSIDIARIES/ASSOCIATE COMPANIES
The Company has two Subsidiaries and one Associate. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s Subsidiaries/Associate in Form AOC-1 is attached with this Report.
RISK MANAGEMENT
The Company has in place a proper and efficient Risk Management Policy which identifies, evaluates and mitigates the potential business risks.
SECRETARIAL AUDIT
In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted for the Financial Year 2023-24 by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing Company Secretary. The Secretarial Auditor''s Report is attached as Annexure - D and forms part of this Report.
AUDITORS
The Reserve Bank of India vide its Circular No. RBI/ 2021- 22/ 25/ Ref. No. DoS.CO.ARG / SEC.01/ 08.91.001/ 202122 dated 27th April, 2021 ("RBI Guidelines"), issued Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks, UCBs and NBFCs (including HFCs). The aforesaid Guidelines specify various requirements relating to appointment/ re-appointment of auditors, including in respect of tenure of auditors, mandatory rotation and cool off periods. Further in order to protect the independence of the auditors/audit firms, the tenure for appointment of auditors/audit firms is required to be only 3 (three) years.
M/s Kothari & Co., Chartered Accountants were initially appointed as the Statutory Auditors of the Company with effect from 10th December, 2021 up to the conclusion of the 75th Annual General Meeting of the Company that was held in the year 2022. Further, upon the recommendations of the Board of Directors, the Shareholders of the Company at the 75th Annual General Meeting held on 9th September, 2022 approved the re-appointment of M/s Kothari & Co., Chartered Accountants as the Statutory Auditors of the Company for another period of two years up to the conclusion of the 77th Annual General Meeting of the Company to be held in the year 2024. In view of the aforesaid and as per the RBI Guidelines M/S Kothari & Co., Chartered Accountants would be completing their tenure as the Statutory Auditors of the Company post conclusion of the 77th Annual General Meeting to be held in 2024.
The Board of Directors places on record its appreciation for the services being rendered by M/s. Kothari & Co., Chartered Accountants as the Statutory Auditors of the Company.
In terms of the aforementioned RBI Guidelines, for entities having asset size of Rs. 15,000 crore and above as
at the end of previous year, the statutory audit should be conducted under the joint audit of a minimum of two audit firms. The asset size of the Company as at 31st March, 2024 exceeded Rs. 15,000 crore and hence, the statutory audit of the Company for FY 2024-25 onwards is required to be conducted under the joint audit, by a minimum of two Joint Statutory Auditors.
In view of the aforesaid the Board of Directors of the Company upon the recommendations made by the Audit Committee and subject to approval of the Members of the Company recommended the appointment of M/s Maheshwari & Associates, Chartered Accountants, (ICAI Firm Registration No.: 311008E) and M/s Agrawal Subodh & Co., Chartered Accountants, (ICAI Firm Registration No.: 319260E ) as the Joint Statutory Auditors of the Company in place of M/s Kothari & Co., Chartered Accountants, (ICAI Firm Registration No.: 301178E), who shall hold office from the conclusion of the 77th Annual General Meeting till conclusion of the 80th Annual General Meeting to be held in the year 2027. Resolution seeking their appointment forms part of the Notice convening the 77th Annual General Meeting.
As per the provisions of Section 139 of the Act, the newly appointed Joint Statutory Auditors have given their consent for their appointment and confirmed that the appointment, if made, would be in accordance with the conditions as prescribed under the Act and applicable Rules and the RBI Guidelines.
During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.
AUDITORS'' REPORT/SECRETARIAL AUDITORS'' REPORT
The observations made in the Auditors'' Report/Secretarial Auditors'' Report are self-explanatory and, therefore, do not call for any further explanation under Section 134 (3)(f)(i) of the Companies Act, 2013.
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.
SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.
EMPLOYEES
Information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are as per Annexure - E attached hereto and forms part of this Report.
DEPOSITS
The Company has not accepted/accessed any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.
LOANS, GUARANTEES AND INVESTMENTS
The provisions of Section 186 of the Companies Act, 2013 pertaining to loans, guarantees and investment
activities are not applicable to the Company since the Company is a Non-Banking Financial Company ("NBFC") whose principal business is acquisitions of securities. However, details of loans granted in the form of Inter Corporate Deposits are covered in the Financial Statements. There are no guarantees issued, or securities provided by your Company.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared by the company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors'' Report, form part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in so far as it relates to the Conservation of the Energy and Technology Absorption, is not applicable. During the year the Company has Foreign Exchange Earnings in the form of dividend income amounting ? 2.14 Lakhs. The Company has no Foreign Exchange Outgo during the year under review.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
Your Company has constituted Internal Complaints Committee as per the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at work place and its process ensures complete anonymity and confidentiality of information.
During the year under review, the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, unpaid/unclaimed dividend for the Financial Year 2015-16 has been transferred to the Investor Education and Protection Fund in compliance with the provisions of Section 124 and 125 of the Companies Act, 2013. In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 450 equity shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years.
FIXED DEPOSITS
The Company has not accepted any public deposits under the provisions of the Companies Act, 2013. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) is available as a separate section attached as Annexure - F, which forms part of this Report and also hosted on the Company''s website www.pilaniinvestment. com.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report (MDA) for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure - G, which forms part of this Report.
APPRECIATION & ACKNOWLEDGEMENTS
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from Banks, Government Authorities and members during the year under review. The Board of Directors also wish to place on record their deep appreciation for the valuable services rendered and commitment displayed by the employees of the Company and look forward to their continued support in the future as well.
For and on behalf of the Board of Directors Rajashree Birla
Place - Mumbai Chairperson
12th August, 2024 (DIN: 00022995)
Mar 31, 2023
The Directors are pleased to present the 76th Annual Report of the Company along with the Audited Financial Statements for the year ended 31st March, 2023. The Financial Results for the year are shown below:
|
(Rs. in Lakhs) |
|||||
|
Particulars |
Stand |
alone |
Consol |
idated |
|
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
||
|
Total Income |
29,302.21 |
26,046.29 |
27,961.45 |
25,779.39 |
|
|
Less: Total expenses |
7,194.64 |
6,632.74 |
7,204.12 |
6,638.25 |
|
|
Less: Exceptional Items |
- |
- |
- |
- |
|
|
Profit before tax |
22,107.57 |
19,413.55 |
20,757.33 |
19,141.14 |
|
|
Add/(Less): Tax expense |
(5,129.62) |
(4,488.54) |
(5,165.26) |
(4,511.95) |
|
|
Profit after tax |
16,977.95 |
14,925.01 |
15,592.07 |
14,629.19 |
|
|
Add/(Less): Share in profit of associate company Net profit after tax and share in profit of associate Company |
9,001.00 |
5,513.23 |
|||
|
Profit for the year |
16,977.95 |
14,925.01 |
24,593.07 |
20,142.42 |
|
|
Add / (Less):Actuarial gain on defined benefit plan (gratuity) Net of Income Tax |
1.24 |
0.79 |
7.20 |
21.67 |
|
|
Realised gain on equity share |
25.83 |
2,913.30 |
25.83 |
2,913.30 |
|
|
Less: Current tax on realised gain |
- |
326.54 |
- |
326.54 |
|
|
Add: Balance brought forward from previous year |
1,61,117.03 |
1,48,767.82 |
2,01,901.12 |
1,84,313.62 |
|
|
Balance Available |
1,78,122.05 |
1,66,280.38 |
2,26,527.22 |
2,07,064.47 |
|
|
Appropriations |
|||||
|
Dividend paid |
1,660.84 |
1,660.84 |
1,660.84 |
1,660.84 |
|
|
Transfer to Statutory Reserve u/s. 45-IC of Reserve Bank of India Act, 1934 |
3,401.01 |
3,502.51 |
3,401.01 |
3,502.51 |
|
|
Closing Balance of retained earnings |
1,73,060.20 |
1,61,117.03 |
2,21,465.37 |
2,01,901.12 |
|
INDIAN ACCOUNTING STANDARDS (IND AS)
The audited financial statements of the Company drawn up both on standalone and consolidated basis, for the financial year ended 31st March, 2023, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS Rules").
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of business of the Company.
During the year under review, there has been no change in the Share capital of the Company.
The Board of Directors has recommended a dividend of ? 15 /- (Rupees Fifteen only) per equity share of ? 10/-each equivalent to 150% (One Hundred Fifty percent) on the paid-up equity share capital of the Company for the year ended 31st March, 2023 as against ? 15/- (Rupees Fifteen only) per equity share equivalent to 150% (one hundred fifty percent) paid in the previous year on the equity shares of ? 10/- each. The dividend will be paid after approval by the shareholders in accordance with law at the ensuing Annual General Meeting. Pursuant to the provisions of the Finance Act, 2020, dividend income will now be taxable in the hands of the Shareholders w.e.f. 1st April, 2020 and accordingly the Company would be required to deduct tax at source ("TDS") from such dividend at the prescribed rates under the Income Tax Act, 1961. The total outflow will be of ? 1,660.84 Lakhs.
Your Directors do not propose to transfer any amount to the General Reserves for the Financial Year ended 31st March, 2023.
Shri D. K. Mantri, Director (DIN: 00075664) will be retiring at the ensuing 76th Annual General Meeting of the Company and being eligible, offers himself for being re-elected.
The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Individual Directors, Committees of the Board and the Board as a whole.
The Nomination and Remuneration Committee of the Company accordingly evaluated the performance of all the individual Directors on various parameters such as level of participation of the Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge and expertise etc.
The Independent Directors of the Company also had a separate meeting on 9th February, 2023 to review the performance and evaluation of Non- Independent Directors and the Board as a whole.
The Board after taking into consideration the evaluation as done by the Nomination and Remuneration Committee and by the Independent Directors, carried out an annual evaluation of its own performance and that of its Committees and individual Directors. The overall outcome of such evaluation is that the Board, its Committees and all individual Directors have performed effectively and satisfactorily.
DECLARATION BY INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder, as well as clause (b) of sub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). In terms of
Regulation 25(8)of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
All the Board Members and Key Management Personnel of the Company have affirmed compliance with the Code of Conduct applicable to the Board Members and Employees of the Company for the year 2022-23 and a declaration in this regard has been made by the Chief Executive Officer which forms a part of this Report as an Annexure.
During the year under review, four Board Meetings were held. The details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings are provided in the attached Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the best of their knowledge and belief confirm that -
(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2023 and of the Profit of the Company for that period;
(iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting and other records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and have been operating effectively; and
(vi) the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.
MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS
There were no significant material orders passed by the Regulators/Courts/Tribunals impacting the going concern status of the Company and its future operations.
The Company believes that a strong internal control framework is an important pillar of Corporate Governance. The Company has in place adequate internal financial control system which ensures orderly and efficient conduct of its business, safeguarding of its assets and accuracy and completeness of accounting records, timely
preparation of reliable financial information and various regulatory and statutory compliances.
The Internal Auditors reviews the efficiency and effectiveness of the aforesaid systems and procedures. The Internal Auditors submit their report periodically which is placed before and reviewed by the Audit Committee of the Company on quarterly basis.
As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certificate for the financial year 2022-23 has been submitted to the Board and a copy thereof is contained in the Annual Report.
The Equity shares of your Company are listed with the National Stock Exchange of India Limited and BSE Limited. The Commercial Papers of the Company issued during the year under review are listed with BSE Limited.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2023, is available on the Company''s website www.pilaniinvestment.com/annualreport.html.
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri R. P. Pansari, Chief Executive Officer, Shri J. K. Singhania, Chief Financial Officer and Shri R. S. Kashyap, Company Secretary.
There are no changes in the Key Managerial Personnel of your Company during the year under review.
Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2023 are mentioned in the Annual Return.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies Act, 2013 for the year ended 31st March 2023. However, the NIL disclosure in prescribed form AOC-2 as on 31st March, 2023 is attached and the same forms part of this Report.
The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is attached as a part of this Annual Report of the Company. A certificate from Statutory Auditors of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.
The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming part of this Annual Report. The Company Secretary is acting as the Secretary of the Committee. The Chief Executive Officer and the Chief Financial Officer are permanent invitees to the Audit Committee Meetings to give clarifications on accounts and related issues. The Board has accepted all the recommendations as and when forwarded by the Audit Committee. The Company has in place a vigil mechanism viz. Whistle Blower Policy the details of which are available on the Company''s website www.pilaniinvestment.com.
Other details relating to number of meetings, dates of such meetings and the attendance of each member etc. have been given separately in the attached Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming part of the Annual Report. The Company Secretary is acting as the Secretary of this Committee. The Committee had devised a policy named as "Nomination, Remuneration and Compensation Policy" which has been duly approved by the Board and a copy of the same is available on the Company''s website www.pilaniinvestment.com and is also attached as Annexure - A hereto and forms part of this Report.
Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
The composition and terms of reference of the Corporate Social Responsibility Committee (CSR Committee) have been given in the Corporate Governance Report forming part of this Annual Report. The said Committee has devised a policy named as "Corporate Social Responsibility Policy" which has been duly approved by the Board and a copy of the same is available on the Company''s website www.pilaniinvestment.com and is also attached as Annexure - B hereto and forms part of this Report.
Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.
The Company was able to make disbursement for CSR expenditure upto the tune of '' 198.45 Lakhs till 31st March, 2023. However, for want of certain requisite documents from the concerned implementing agencies, there remained unspent amount to the extent of '' 12.26 Lakhs which has subsequently been transferred to the designated bank account i.e Unspent Corporate Social Responsibility Account in accordance with the applicable provisions of law.
The details of CSR expenditure in prescribed form are annexed as Annexure - C and forms part of this Report. DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of your Company has adopted a Dividend Distribution Policy which can be accessed on the website of the Company www.pilaniinvestment.com.
SUBSIDIARIES/ASSOCIATE COMPANIES
The Company has two Subsidiaries and one Associate. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Company''s Subsidiaries/Associate in Form AOC-1 is attached with this Report.
The Company has in place a proper and efficient Risk Management Policy which identifies, evaluates and mitigates the potential business risks.
In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted for the Financial Year 2022-23 by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing Company Secretary. The Secretarial Auditor''s Report is attached as Annexure - D and forms part of this Report.
M/s Kothari & Co., Chartered Accountants (ICAI Firm Registration Number: 301178E) were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 75th Annual General Meeting upto the conclusion of the 77th Annual general Meeting of the Company.
During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and the Code of Ethics issued by the Institute of Chartered Accountants of India.
AUDITORS'' REPORT/SECRETARIAL AUDITORS'' REPORT
The observations made in the Auditors'' Report/Secretarial Auditors'' Report are self-explanatory and, therefore, do not call for any further explanation under Section 134 (3)(f)(i) of the Companies Act, 2013.
The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.
Information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are as per Annexure - E attached hereto and forms part of this Report.
The Company has not accepted/accessed any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.
LOANS, GUARANTEES AND INVESTMENTS
The provisions of Section 186 of the Companies Act, 2013 pertaining to loans, guarantees and investment activities are not applicable to the Company since the Company is a Non-Banking Financial Company ("NBFC") whose principal business is acquisitions of securities. However, details of loans granted in the form of Inter Corporate Deposits are covered in the Financial Statements. There are no guarantees issued, or securities provided by your Company.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared by the company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors'' Report, form part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in so far as it relates to the Conservation of the Energy and Technology Absorption, is not applicable. During the year the Company has Foreign Exchange Earnings in the form of dividend income amounting '' 10.43 Lakhs. The Company has no Foreign Exchange Outgo during the year under review.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
Your Company has constituted Internal Complaints Committee as per the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at work place and its process ensures complete anonymity and confidentiality of information.
During the year under review, the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, unpaid/unclaimed dividend for the Financial Year 2014-15 has been transferred to the Investor Education and Protection Fund in compliance with the provisions of Section 124 and 125 of the
Companies Act, 2013. In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company also transferred 919 equity shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/ unclaimed for a consecutive period of 7 years.
The Company has not accepted any public deposits under the provisions of the Companies Act, 2013. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) is available as a separate section attached as Annexure - F, which forms part of this Report and also hosted on the Company''s website www.pilaniinvestment.com.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion & Analysis Report (MDA) for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure - G, which forms part of this Report.
APPRECIATION & ACKNOWLEDGEMENTS
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from Banks, Government Authorities and members during the year under review. The Board of Directors also wish to place on record their deep appreciation for the valuable services rendered and commitment displayed by the employees of the Company and look forward to their continued support in the future as well.
Mar 31, 2018
DIRECTORSâ REPORT
Dear Shareholders,
We have pleasure in presenting the 71st Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2018. The Financial Results for the year are shown below:-
FINANCIAL RESULTS ( in Lakhs)
|
2017-2018 |
2016-2017 |
|
|
Profit from operations, Dividend, |
||
|
Interest and Rental Income |
3672.31 |
4920.27 |
|
Less: Depreciation |
54.11 |
63.10 |
|
Profit before tax |
3618.20 |
4857.17 |
|
Less: Provision for taxation |
55.00 |
460.00 |
|
Add : MAT credit entitlement |
43.08 |
197.34 |
|
Profit after taxation |
3606.28 |
4594.51 |
|
Add: Balance brought forward |
20806.28 |
17130.67 |
|
Profit available for appropriation |
24412.56 |
21725.18 |
|
Appropriations : |
||
|
Special Reserve |
721.26 |
918.90 |
|
Equity Dividend |
1977.18 |
- |
|
Tax on Equity Dividend |
402.47 |
- |
|
Balance carried forward |
21311.65 |
20806.28 |
|
24412.56 |
21725.18 |
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of business of the Company. SHARE CAPITAL
During the year under review, there has been no change in the Share Capital of the Company.
MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS.
There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROL
The Company has in place an internal control system which ensures proper recording of financial information and various regulatory and statutory compliances. The Company has in place a proper and efficient Risk Assessment and Minimization Programme.
DIVIDEND
The Board of Directors has recommended a dividend of 725/- (Rupees Twenty Five only) per equity share of 710/- each equivalent to 250 % ( Two hundred fifty percent) on the paid up equity share capital of the Company for the year ended 31st March, 2018 which is same as was paid in the previous year. The dividend will be paid when declared by the shareholders in accordance with law. The dividend will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax at the rate of 15 % plus applicable surcharge and education cess, aggregating to about 20.358 % of the dividend amount so distributed.
TRANSFER TO RESERVES
Your Directors do not propose to transfer any amount to the General Reserves for the financial year ended 31st March, 2018 and the entire surplus of 7 21311.65 Lakhs is proposed to be retained in the Profit and Loss Account.
DIRECTORS
Shri Kumar Mangalam Birla (DIN: 00012813) will be retiring at the ensuing 71st Annual General Meeting and being eligible, offers himself for being re-elected.
All the Independent Directors of the Company had a separate meeting to review the performance and evaluation of Non-Independent Directors and the Board as a whole. The Nomination and Remuneration Committee of the Company also evaluated the performance of all the individual Directors on various parameters such as level of participation of the Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge, expertise etc. The Board after taking into consideration the evaluation as done by the Nomination and Remuneration Committee and by the Independent Directors, carried out an annual evaluation of its own performance and that of its Committees and individual Directors. The overall outcome of such evaluation was that the Board, its Committees and its individual Directors have performed effectively and satisfactorily.
The Independent Directors of the Company have confirmed and declared that they are not disqualified to act as an Independent Director pursuant to the provisions of Section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as an Independent Director.
All Directors including Independent Directors and Key Managerial Personnel of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and Employees of the Company and the Declaration in this regard has been made by the Chief Executive Officer which forms a part of this report as an Annexure.
The details of number and dates of Board Meetings and Committee Meetings including attendance of Directors is given in the attached Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
DIRECTORSâ RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the best of their knowledge and belief confirm that -
(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies as mentioned in Note 2.1 of Notes to Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2018 and of the profit of the Company for the financial year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CEO/CFO CERTIFICATION
As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certification has been submitted to the Board and a copy thereof is contained in the Annual Report.
LISTING OF EQUITY SHARES
The Equity shares of your Company are listed at the National Stock Exchange of India Limited and BSE Limited.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return as at 31st March, 2018 is attached as Annexure- A in the prescribed form MGT- 9, which forms part of this report.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri R. P. Pansari, Managing Director upto 6th May, 2017 and Chief Executive Officer with effect from 7th May, 2017, Shri N. K. Baheti, Chief Financial Officer and Shri R. S. Kashyap, Company Secretary.
Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2018 are mentioned in the Extract of the Annual Return which is attached as Annexure - A and forms part of this report.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies Act, 2013. However, the NIL disclosure in prescribed form AOC-2 is attached and the same forms part of this report.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of the Annual Report. The Company Secretary is acting as the Secretary of the Committee. The Chief Executive Officer and the Chief Financial Officer are permanent invitees to the meeting to give clarifications on related issues. The Board has accepted all the recommendations as and when forwarded by the Audit Committee. The Company has in place a vigil mechanism viz. Whistle Blower Policy the details of which are available on the Companyâs website www.pilaniinvestment.com.
Other details relating to number of meetings, dates of such meetings and the attendance of each member etc. have been given separately in the attached Corporate Governance Report. NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming part of this Annual Report. The Company Secretary is acting as the Secretary of this Committee. The Committee had devised a policy named as âNomination and Remuneration Policyâ which has been duly approved by the Board and a copy of the same is available on the Companyâs website www.pilaniinvestment.com and is also attached as Annexure - B hereto and forms part of this Report.
Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The composition and terms of reference of the Corporate Social Responsibility Committee (CSR Committee) have been given in the Corporate Governance Report forming part of this Annual Report. The said Committee has devised a policy named as âCorporate Social Responsibility Policyâ which has been duly approved by the Board and a copy of the same is available on the Companyâs website www.pilaniinvestment.com and is also attached as Annexure - C hereto and forms a part of this report.
Other details relating to number of meetings, dates of such meetings and attendance of each member etc. have been given separately in the attached Corporate Governance Report.
During the year your Company has contributed 7 20 Lakhs to various Trusts/Institutions working in the areas which are in consonance with the CSR policy of the Company.
The details of CSR expenditure in prescribed form are given in Annexure- D which forms part of this report.
SUBSIDIARIES/ASSOCIATE COMPANIES
The Company has two Subsidiaries and one Associate as on 31st March, 2018. Pursuant to the provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companyâs Subsidiaries/Associate in Form AOC-1 is attached with this report. During the financial year under review Kesoram Industries Limited has ceased to be an Associate Company.
Century Textiles and Industries Limited (âCenturyâ), an Associate Company, has informed the National Stock Exchange of India Limited and BSE Limited that the Board of Directors of the said company has approved a draft scheme for the demerger of its Cement Business into UltraTech Cement Limited (âUltraTech Cementâ) which is subject to necessary approvals by various statutory and regulatory authorities as may be required. Pursuant to the said scheme, for every 8 (eight) fully paid up equity shares of '' 10/- each held in Century, 1 (one) fully paid up equity share of '' 10/- each of UltraTech Cement will be allotted.
SECRETARIAL AUDIT
In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing Company Secretary. The Secretarial Auditorâs Report is attached as Annexure- E and forms part of this report. The observations made in the Secretarial Auditors Report are self-explanatory. AUDITORS
M/s Vidyarthi & Sons, Chartered Accountants (ICAI Firm Registration No: 000112C) were appointed as the Statutory Auditors of the Company for a term of 5 years at the 70th Annual General Meeting (AGM) from the conclusion of the said meeting until the conclusion of the 75th AGM (subject to ratification of their appointment by the members at every AGM) at a remuneration to be fixed by the Board of Directors.
The Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 have since been amended vide Notification dated 7th May, 2018 of the Ministry of Corporate Affairs and the requirement of ratification of appointment of Statutory Auditors by the members at every AGM has been done away with. Accordingly, no ratification of appointment of M/s Vidyarthi & Sons, Chartered Accountants as the Statutory Auditors of the Company, by the members is needed at the ensuing AGM.
AUDITORS REPORT
The observations made in the Auditors Report are self-explanatory and, therefore, do not call for any further explanation under Section 134 (3)(f)(i) of the Companies Act 2013.
EMPLOYEES
Information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are as per Annexure - F attached hereto and which forms part of this report.
DEPOSITS
The Company has not accepted/accessed any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.
LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans, directly or indirectly, to any person or other body corporate or given any guarantee or provided any security in connection with a loan to any other body corporate or person except an Inter Corporate Deposit of 7 600 Lakhs given to one of the wholly owned subsidiary companies bearing interest.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Accounting Standard - 21 and form part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in so far as it relates to the Conservation of the Energy and Technology Absorption is not applicable. No particulars with regard to Foreign Exchange Earnings and Outgo are required as the Company has no such transactions.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, unpaid/unclaimed dividend for the financial year 2009-2010 has been transferred to the Investor Education and Protection Fund in accordance with the provisions of Section 124 and 125 of the Companies Act, 2013. In compliance with these provisions read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, your Company has also transferred 14,754 equity shares to the Demat Account of the IEPF Authority, in respect of which dividend had remained unpaid/unclaimed for a consecutive period of 7 years. APPRECIATION
The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the Financial Institutions, Banks, Government Authorities and members during the year under review. The Board of Directors also wish to place on record their deep appreciation for the committed services rendered by the employees of your Company.
For and on behalf of the Board of Directors
A. K. Kothari D.K. Mantri
Kolkata Director Director
May 29, 2018 (DIN: 00051900) (DIN: 00075664)
Mar 31, 2017
DIRECTORSâ REPORT
TO THE SHAREHOLDERS Dear Shareholders,
We have pleasure in presenting the 70th Annual Report of the Company along with the Audited Statements of Accounts for the year ended 31st March, 2017. The Financial Results for the year are shown below:-
FINANCIAL RESULTS (Amount in Rs, Millions)
|
2016-2017 |
2015-2016 |
|
|
Profit from operations, Dividend, |
||
|
Interest and Rent Income |
492.03 |
403.59 |
|
Less: Depreciation |
6.31 |
2.08 |
|
Profit before tax |
485.72 |
401.51 |
|
Less: Provision for taxation |
46.00 |
23.50 |
|
Add : MAT credit entitlement |
19.73 |
11.09 |
|
Profit after taxation |
459.45 |
389.10 |
|
Add: Balance brought forward |
1713.07 |
1739.76 |
|
Profit available for appropriation |
2172.52 |
2128.86 |
|
Appropriations : |
||
|
Special Reserve |
91.89 |
77.82 |
|
Proposed Dividend |
- |
197.72 |
|
Corporate Dividend Tax |
- |
40.25 |
|
General Reserve |
- |
100.00 |
|
Balance carried forward |
2080.63 |
1713.07 |
|
2172.52 |
2128.86 |
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there has been no change in the nature of business of the Company. MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE
There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/ TRIBUNALS.
There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.
ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has in place an internal financial control system which ensures proper recording of financial information and various regulatory and statutory compliances. The Company has in place a proper and efficient Risk Assessment and Minimization Programme.
DIVIDEND
The Board of Directors has recommended a dividend of 725/- (Rupees Twenty Five only) per equity share of T10/- each equivalent to 250% (Two Hundred Fifty percent) on the paid up equity share capital of the Company for the year ended 31st March, 2017 which is same as paid in the previous year. The dividend will be paid when declared by the shareholders in accordance with law. The dividend will be free of tax in the hands of the shareholders. The Company will have to pay dividend distribution tax at the rate of 15 % plus applicable surcharge and education cess, aggregating about 20.358 % on the dividend amount so distributed.
TRANSFER TO RESERVES
The Company does not propose to transfer any amount to the General Reserves for the Financial Year ended 31st March, 2017 but an amount of T2080.62 millions is proposed to be retained in the profit and loss account.
DIRECTORS
On the recommendations of the Nomination and Remuneration Committee, the Board of Directors had appointed Shri A. K. Kothari (DIN: 00051900 ) as an Additional Director and Shri R. P. Pansari (DIN: 00869222) as the Managing Director of the Company with effect from 25th July, 2016 and 14th February, 2017 respectively. Shri R. P. Pansari had resigned as Managing Director effective from 7th May, 2017 which has been accepted by the Board. Shri A. K. Kothari holds office upto the date of the ensuing Annual General Meeting and is eligible for appointment. Details of the proposal for the appointment of Shri A. K. Kothari as an Independent Director with effect from 25th July, 2016 is mentioned in the Notice of the 70th Annual General Meeting of the Company along with the Explanatory Statement as required under Section 102 of the Companies Act, 2013. The aforesaid appointment is appropriate and in the best interest of the Company.
Shri A. V. Jalan (DIN: 01455782) will be retiring by rotation at the ensuing 70th Annual General Meeting and being eligible, offers himself for being re-elected.
Shri R. A. Makharia, Executive Director had retired from the services of the Company with effect from 23rd September, 2016. The Board of Directors has placed on record its warm appreciation of the contribution made by Shri R.A. Makharia during his tenure as Executive Director of the Company. PERFORMANCE EVALUATION
All the Independent Directors of the Company had a separate meeting on 29th December, 2016 to review the performance and evaluation of Non-Independent Directors and the Board as a whole. The Nomination and Remuneration Committee of the Company also evaluated the performance of individual Directors on various parameters such as level of participation of the Directors, preparing themselves well in advance to take active participation at the meeting(s), level of knowledge, expertise etc. The Board after taking into consideration the evaluation as done by the Nomination and Remuneration Committee and by the Independent Directors, carried out an annual evaluation of its own performance and the Directors individually (including Independent Directors) as well as the working of its Committees. The overall outcome from the evaluation was that the Board, its Committees and the individual Directors have performed effectively.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have confirmed and declared that they are not disqualified to act as an Independent Director pursuant to the provisions of section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as an Independent Director. CODE OF CONDUCT
All the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct applicable to the Board Members and Senior Management Personnel of the Company. A declaration made by the Chief Executive Officer to this effect forms a part of this report as an Annexure.
BOARD MEETINGS
Detailed information on the numbers and dates of Board Meetings and Committee Meetings including attendance of Directors is given in the attached Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013. DIRECTORSâ RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the best of their knowledge and belief confirm that -
(i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies as mentioned in Note 2.1 of Notes to Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as at 31st March, 2017 and of the profit of the Company for the financial year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the aforesaid Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and
(vi) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CEO/CFO CERTIFICATION
As required by Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 read with Part B of Schedule II of the Listing Regulations, the CEO and CFO certification regarding Financial Statements and internal controls relating to financial report has been submitted to the Board and a copy thereof is annexed and forms part of this Annual Report.
LISTING OF EQUITY SHARES
The Equity shares of your Company are listed with the National Stock Exchange of India Limited and
BSE Limited.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return as at 31st March, 2017 is attached as Annexure- A in the prescribed form MGT- 9, which forms part of this report.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Companies Act, 2013, and on the recommendations of the Nomination and Remuneration Committee, the Board has appointed Shri R. P. Pansari as the Chief Executive Officer of the Company effective from 7th May, 2017. Accordingly, the Key Managerial Personnel now are Shri R. P. Pansari, Chief Executive Officer, Shri N. K. Baheti, Chief Financial Officer and Shri R. S. Kashyap, Company Secretary.
During the year, Shri R. A. Makharia, Managing Director designated as Executive Director retired from the services of the company w. e. f. 23rd September, 2016 and Shri R. P. Pansari appointed as Managing Director on 14th February, 2017 had resigned effective from 7th May, 2017. Further, Shri R. P. Pansari has been appointed as Chief Executive Officer of the Company effective from 7th May, 2017. Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2017 are mentioned in the Extract of the Annual Return which is attached as Annexure - A and forms part of this report.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies Act, 2013. However the NIL disclosure in prescribed form AOC-2 is attached and the same forms part of this report.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate Report on Corporate Governance is enclosed as a part of this Annual Report of the Company. A certificate from the Statutory Auditors of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.
AUDIT COMMITTEE
The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. The Company Secretary is acting as the Secretary of the Committee. The Managing Director/ Chief Executive Officer and the Chief Financial Officer are permanent invitees to the meeting to give clarifications on accounts related issues. The Board had accepted all the recommendations as and when forwarded by the Audit Committee. The Company has in place a vigil mechanism viz. Whistle Blower Policy the details of which are available on the Companyâs website www.pilaniinvestment.com.
Other details relating to number of meetings and dates on which held including the attendance of each member has been given separately in the attached Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. The Company Secretary is acting as the Secretary of the Committee. The said Committee had devised a policy named as Nomination and Remuneration Policy which has been approved by the Board and a copy
of the same is available on the Companyâs website www.pilaniinvestment.com and is also attached as Annexure - B and forms part of this Report.
Other details relating to number of meetings and dates on which held including the attendance of each member had been given separately in the attached Corporate Governance Report. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The composition and terms of reference of the Corporate Social Responsibility Committee (CSR Committee) has been given in the Corporate Governance Report forming part of this Annual Report. The said Committee had devised a policy named as Corporate Social Responsibility Policy which has been approved by the Board and a copy of the same is available on the Companyâs website www.pilaniinvestment.com and is also attached as Annexure - C and forms a part of this report. Other details relating to number of meetings and dates on which held including the attendance of each member had been given separately in the attached Corporate Governance Report. During the year, your Company has contributed 72.5 million to various Trusts/Institutions working in the areas which is strictly in consonance with the CSR policy of the Company.
The details of CSR expenditure in prescribed form is annexed as Annexure- D and forms part of this report.
SUBSIDIARIES/ASSOCIATE COMPANIES
The Company has two Subsidiaries and two Associates as on 31st March, 2017. Pursuant to the provisions of Section129 (3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companyâs Subsidiaries/Associates in Form AOC-1 is attached with this report.
SECRETARIAL AUDIT
In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing Company Secretary. The Secretarial Auditorâs Report is attached as Annexure- E and forms part of this report. The observations made in the Secretarial Auditorâs Report are self explanatory. STATUTORY AUDITORS
M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration No: 301003E/ E300005), the Statutory Auditors of the Company, will hold office up to the forthcoming 70th Annual General Meeting as they will complete their term as Statutory Auditors provided under the Companies Act, 2013 and the relevant Rules thereunder.
The Board has placed on record its appreciation for the services rendered by M/s. S. R. Batliboi & Co. LLP, as Statutory Auditors of the Company.
The Board of Directors on the recommendation of the Audit Committee has approved and recommend to the Members, the appointment of M/s. Vidyarthi & Sons, Chartered Accountants (ICAI Firm Registration No: 000112C) as Statutory Auditors of the Company for a term of 5 years, commencing from the conclusion of the forthcoming Annual General Meeting of the Company, subject to ratification of their appointment by the Members every year. M/s. Vidyarthi & Sons have confirmed their eligibility under Section 141 of the Act, and the Rules framed there under, for their appointment as Statutory Auditors of the Company.
AUDITORS REPORT
The observations made in the Auditors Report are self explanatory and, therefore, do not call for any further explanation under Section 134 (3)(f)(i) of the Companies Act 2013.
EMPLOYEES
Information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - F and forms part of this report.
DEPOSITS
The Company has not accepted/accessed any public deposit during the year. Hence, no information is required to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016.
LOANS, GUARANTEES AND INVESTMENTS
The Company had not given loans, directly or indirectly, to any person or other body corporate or gave any guarantee or provided any security in connection with a loan to any other body corporate or person.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements, prepared in accordance with the requirements of Accounting Standard - 21 prescribed by the Institute of Chartered Accountants of India, along with the Auditorsâ Report form part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The Company has no manufacturing activity and therefore, the disclosure of particulars as required to be appended under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, in so far as it relates to the Conservation of the Energy and Technology Absorption is not applicable. Particulars with regard to Foreign Exchange Earnings and Outgo - The Company has no such transactions.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, unpaid/unclaimed dividend for the Financial Year 2008-2009 has been transferred to the Investor Education and Protection Fund.
APPRECIATION
Your Directors place on record their deep appreciation for the committed services rendered by the employees of your Company.
For and on behalf of the Board of Directors
A. K. Kothari D.K. Mantri
Kolkata Director Director
May 30, 2017 (DIN: 00051900) (DIN: 00075664
Mar 31, 2016
Dear Shareholders,
We have pleasure in presenting the 69th Annual Report of the Company along with the Audited Statements
of Accounts for the year ended 31st March, 2016. The Financial Results for the year are shown below :-
FINANCIAL RESULTS (Amounting ''000)
2015-2016 2014-2015
Profit from operations, Dividend,
Interest and Rent Income 4,03,587 4,43,593
Less: Depreciation 2,077 1,346
Profit before tax 4,01,510 4,42,247
Less: Provision for taxation 23,500 31,000
Add : MAT credit entitlement 11,095 12,943
Profit after taxation 3,89,105 4,24,190
Add: Balance brought forward 17,39,757 17,38,375
Profit available for appropriation 21,28,862 21,62,565
Appropriations :
Special Reserve 77,821 84,838
Proposed Dividend 1,97,719 1,97,719
Corporate Dividend Tax 40,251 40,251
General Reserve 1,00,000 1,00,000
Balance carried forward 17,13,071 17,39,757
21,28,862 21,62,565
The profitability of the Company for the year under review appears less, the reason being less dividend
and interest received in the current year. International Markets were not favorable and disappointments
on macro front locally were the major factors affecting the capital markets. In order to control high
inflation, RBI has continued tighter monetary policies resulting in higher interest rates on the borrowings
by the various Companies affecting their margins.
The economy has grown by about 7.3% in 2015-2016 and RBI has pegged the 7.5% GDP growth for
the current fiscal year.
There is no change in the nature of the business of the Company. There were no significant orders
passed by regulators neither there were any material changes and commitments effecting the financial
position of the company.
The company has in place an internal control system which ensures proper recording of financial
information and various regulatory and statutory compliances. The Company has in place a proper and
efficient Risk Assessment and Minimization Programme.
DIVIDEND
The Board of Directors has recommended a dividend of Rs, 25/- (Rupees Twenty Five only) per equity
share of Rs, 10/- each equivalent to 250% (two hundred fifty percent) on the paid up equity share capital
of the Company for the year ended 31st March, 2016 as against Rs, 25/- (Rupees Twenty Five only)
equivalent to 250% (two hundred fifty percent) paid in the previous year on the equity shares of Rs, 10/-
each. The dividend will be paid when declared by the shareholders in accordance with law. The
dividend will be free of tax in the hands of the shareholders. The Company will have to pay dividend
distribution tax at the rate of 15% plus applicable surcharge and education cess, aggregating about
20.358% on the dividend amount so distributed.
TRANSFER TO RESERVES
The Company proposes to transfer Rs, 1,000 lacs to the General Reserve out of the amount available
for appropriation and an amount of -Rs, 17,130.71 lacs is proposed to be retained in the profit and loss account.
DIRECTORS
The Board of Directors at their meeting held on 6th November, 2015 appointed Smt. Surbhi SInghi
(DIN : 03275338) as an Additional Director and Independent Non-Executive Director of the Company.
Smt. Surbhi Singhi holds office up to the date of the forthcoming Annual General Meeting and is
eligible for appointment. Details of the proposal for the appointment of Smt. Surbhi Singhi as an
Independent Director are mentioned in the Notice of the 69th Annual General Meeting of the Company
alongwith the Explanatory Statement as required under Section of 102 of the Companies Act, 2013.
Her appointment is appropriate and in the best interest of the Company.
Shri Basant Kumar Birla (DIN: 00055856) will be retiring at the ensuing Annual General Meeting
and being eligible, offers himself for being re-elected.
All the Independent Directors of the Company had a separate meeting on 30th December, 2015 to
review the performance and evaluation of Independent Directors and Board as a whole. The overall
outcome from the evaluation was that the Board and its individual Directors have performed effectively.
The Independent Directors of the Company have confirmed and declared that they are not disqualified
to act as an Independent Director pursuant to the provisions of section 149 of the Companies Act,
2013 and the Board is also of the opinion that the Independent Directors fulfill all the conditions
specified in the Companies Act, 2013 making them eligible to act as an Independent Director.
All directors including Independent Directors and Key Managerial Personnel of the Company have
confirmed compliance with the Code of Conduct applicable to the Directors and employees of the
Company and the declaration in this regard is made by the Executive Director which forms a part of
this report as an Annexure.
The details of number and dates of Board Meetings and Committee Meetings including attendance of
Directors is given in the attached Corporate Governance Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134 of the Companies Act, 2013 the Directors to the
best of their knowledge and belief confirm that â
(i) in the preparation of the Annual Accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies as mentioned in Note 2.1 of Notes to
Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2016 and the Profit or Loss
of the Company for the financial year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the aforesaid Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
(v) the Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
(vi) there is a proper system to ensure compliance with the provisions with all applicable laws
and that such systems are adequate and operating effectively.
LISTING OF EQUITY SHARES
During the year under review the Company had made an application for listing of the Equity Shares
directly with National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange
Limited. You will be pleased to know that the Equity Shares of the Company had been listed with
National Stock Exchange of India Limited and BSE Limited with effect from 8th December, 2015 and
18th May, 2016 respectively. The listing application made to The Calcutta Stock Exchange had been
withdrawn.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return is attached as Annexure- A in the prescribed form MGT- 9, which forms
part of this report.
KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel
of the Company are â Shri R. A. Makharia, Executive Director, Shri N. K. Baheti, Chief Financial
Officer and Shri R. S. Kashyap, Company Secretary. There has been no change in the Key Managerial
Personnel during the year.
Remuneration and other details of the Key Managerial Personnel for the year ended 31st March, 2016
are mentioned in the Extract of the Annual Return which is attached as Annexure - A and forms part
of this report.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with Related Parties falls under the scope of Section 188 (1) of the Companies
Act, 2013. However the NIL disclosure in prescribed form AOC-2 is attached and the same forms part of this report.
AUDIT COMMITTEE
The Audit Committee of the Company comprises of Shri D. K. Mantri, Shri K. K. Daga and Shri A. V.
Jalan as members. The Company Secretary is acting as the Secretary of the Committee. The
Executive Director and the Chief Financial Officer are permanent invitees to the meeting to give
clarifications on accounts related issues. The Board had accepted all the recommendations as and
when forwarded by the Audit Committee. The Company has in place a vigil mechanism viz. Whistle
Blower Policy the details of which are available on the Company''s website www.pilaniinvestment.com.
The details of terms of reference of the Audit Committee and other details relating to number of
meetings and dates on which held including the attendance of each member are given separately in the attached Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board comprises of Shri D. K. Mantri, Shri K.
K. Daga and Shri A. V. Jalan. The Company Secretary is acting as the Secretary of the Committee.
The said Committee had devised a policy named as Nomination and Remuneration Policy which has
been approved by the Board and a copy of the same is available on the Company''s website
www.pilaniinvestment.com and is attached as Annexure â B and forms part of this Report.
The details of terms of reference of the Nomination and Remuneration Committee and other details
relating to number of meetings and dates on which held including the attendance of each member
are given separately in the attached Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee (CSR Committee) of the Board comprises of Shri B.
K. Birla, Shri D. K. Mantri and Shri R. A. Makharia. The said Committee had devised a policy named
as Corporate Social Responsibility Policy which has been approved by the Board and a copy of the
same is available on the Company''s website www.pilaniinvestment.com and is attached as Annexure
- C and forms a part of this report.
The details of terms of reference of the Corporate Social Responsibility Committee and other details
relating to number of meetings and dates on which held including the attendance of each member are given separately in the attached Corporate Governance Report.
During the year your Company had contributed Rs. 115.15 lacs to various Trusts/Institutions working
in the areas which is strictly in consonance with the CSR policy of the Company. The details of CSR
expenditure in prescribed form is annexed as Annexure- D and forms part of this report.
SUBSIDIARY COMPANIES
The Company has two subsidiaries as on 31st March, 2016. Pursuant to the provisions of Section129(3)
of the Companies Act, 2013, a statement containing salient features of the financial statements of
the Company''s Subsidiaries in Form AOC-1 is attached with this report. The Audited Accounts and
Directors Report of the Subsidiaries are annexed hereto.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate Report on Corporate
Governance is enclosed as a part of this Annual Report of the Company. A certificate from Auditors
of the Company regarding compliance of Corporate Governance is annexed to the Report on Corporate Governance.
SECRETARIAL AUDIT
In compliance with the provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit
was conducted during the year by the Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing
Company Secretary. The Secretarial Auditor''s Report is attached as Annexure- E and forms part of
this report. The observations made in the Secretarial Auditors Report are self explanatory.
AUDITORS
S.R. Batliboi & Co. LLP, the Statutory Auditors of the Company had been re-appointed as the Statutory
Auditors of the Company for a period of three years at the 67th Annual General Meeting held on 29th
August, 2014. At the ensuing Annual General Meeting the appointment of the Statutory Auditors will
be ratified.
AUDITORS REPORT
The observations made in the Auditors Report are self explanatory and, therefore, do not call for any
further explanation under Section 134 (3)(f)(i) of the Companies Act 2013.
EMPLOYEES
Information required under Section 197 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure âF and forms part of this report.
DEPOSITS
The Company has not accepted any public deposit during the year. Hence, no information is required
to be appended to this report in terms of Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements have been prepared by the Company in accordance with the
requirements of Accounting Standard â 21 and forms part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The Company has no manufacturing activity and therefore, the disclosure of particulars as required
to be appended under Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules,
2014, in so far as it relates to the Conservation of the Energy and Technology Absorption is not
applicable. Particulars with regard to Foreign Exchange Earnings and Outgo â The Company has no such transactions.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, unpaid/unclaimed dividend for the Financial Year 2007-2008 has been
transferred to the Investor Education and Protection Fund.
APPRECIATION
Your Directors place on record their deep appreciation for the committed services rendered by the
employees of your Company.
For and on behalf of the Board of Directors
Kolkata R. A. Makharia D.K. Mantri
May 30, 2016 Executive Director Director
(DIN: 00103430) (DIN: 00075664)
Mar 31, 2015
Dear Shareholders,
We have pleasure in presenting the 68th Annual Report of the Company
along with the Audited Statements of Accounts for the year ended 31st
March, 2015. The Financial Results for the year are shown below :-
FINANCIAL RESULTS (Amount in Rs,'000)
2014-2015 2013-2014
Profit from operations, Dividend,
Interest and Rent Income 4,43,593 6,39,441
Less: Depreciation 1,346 1,579
Profit before tax 4,42,247 6,37,862
Less: Provision for taxation 31,000 38,197
Add : MAT credit entitlement 12,493 --
Profit after taxation 4,24,190 5,99,665
Add: Balance brought down 17,38,375 16,89,966
Profit available for
appropriation 21,62,565 22,89,631
Appropriations :
Special Reserve 84,838 1,19,935
Proposed Dividend 1,97,719 1,97,719
Corporate Dividend Tax 40,251 33,602
General Reserve 1,00,000 2,00,000
Balance carried forward 17,39,757 17,38,375
21,62,565 22,89,631
The profitability of the Company for the year under review appears
less, the reason being less dividend received in the current year.
International Markets were not favorable and disappointments on macro
front locally were the major factors affecting the capital markets. In
order to control high inflation, RBI has continued tighter monetary
policies resulting in higher interest rates on the borrowings by the
various Companies affecting their margins. The economy has grown by
about 5% in 2014-2015 and RBI has pegged the GDP growth for the current
fiscal year at the same level.
There is no change in the nature of the business of the Company. There
were no significant orders passed by regulators neither there were any
material changes and commitments effecting the financial position of
the company.
DIRECTORS' REPORT
The company has in place an internal control system which ensures
proper recording of financial information and various regulatory and
statutory compliances. The Company has in place a proper and efficient
Risk Assessment and Minimization Programme.
DIVIDEND
The Board of Directors has recommended a dividend of Rs. 25/- (Rupees
Twenty Five only) per equity share of Rs. 10/- each equivalent to 250%
(two hundred fifty percent) on the paid up equity share capital of the
Company for the year ended 31st March, 2015 as against Rs. 25/- (Rupees
Twenty Five only) equivalent to 250% (two hundred fifty percent) paid
in the previous year on the equity shares of T 10/- each. The dividend
will be paid when declared by the shareholders in accordance with law.
The dividend will be free of tax in the hands of the shareholders. The
Company will have to pay dividend distribution tax at the rate of 15%
plus applicable surcharge and education cess, aggregating about 20.358%
on the dividend amount so distributed.
DIRECTORS
During the year Shri P. K. Khaitan, Non Executive Independent Director
of the Company had resigned with effect from 29th May, 2014 to comply
with the provisions of Section 165 of the Companies Act 2013.
The Board of Directors at their meeting held on 13th August, 2014
appointed Smt. Sucharita Basu De as an Additional Director and
Independent Non-Executive Director of the Company with effect from 13th
August, 2014. Smt. Sucharita Basu De holds office upto the date of the
forthcoming Annual General Meeting and is eligible for appointment.
Details of the proposal for the appointment of Smt. Sucharita Basu De
as an Independent Director are mentioned in the Explanatory Statement
under Section 102 of the Companies Act, 2013 of the Notice of the 68th
Annual General Meeting of the Company. Her appointment is appropriate
and in the best interest of the Company.
Shri Kumar Mangalam Birla will be retiring at the ensuing Annual
General Meeting and being eligible, offers himself for being
re-elected.
All the Independent Directors of the Company had a separate meeting on
30th December 2014 to review the performance of the Executive Director
and also carried out the collective evaluation of the Board. Further
the Board evaluated the performance of the Executive Director,
Independent Directors Committees of the Board and of its own. The
overall outcome from the evaluation was that the Board and its
Independent Directors have performed effectively.
The Independent Directors of the Company have confirmed and declared
that they are not disqualified to act as an Independent Director
pursuant to the provisions of section 149 of the Companies Act, 2013
and the Board is also of the opinion that the Independent Directors
fulfill all the conditions specified in the Companies Act, 2013 making
them eligible to act as an Independent Director.
All directors including Independent Directors and Key Managerial
Personnel of the Company have confirmed compliance with the Code of
Conduct applicable to the Directors and employees of the
DIRECTORS' REPORT
company and the declaration in this regard is made by the Executive
Director which forms a part of this report as an Annexure.
The details of numbers and dates of Board Meetings and Committee
Meetings including attendance of Directors is given in the attached
Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with the provisions of Section 134 of the Companies Act,
2013, the Directors to the best of their knowledge and belief confirm
that Â
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed Along with proper explanation
relating to material departures;
(ii) the Directors have selected such accounting policies as mentioned
in Note 2.1 of the Notes to Financial Statements and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year as on 31st March, 2015 and
the Profit or Loss of the Company for the financial year ended on that
date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the aforesaid Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
(v) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
(vi) there is a proper system to ensure compliance with the provisions
with all applicable laws and that such systems are adequate and
operating effectively.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return is attached as Annexure - A in the
prescribed form MGT - 9, which forms part of this report.
KEY MANAGERIAL PERSONNEL
In compliance of section of 203 of the Companies Act, 2013 Shri N. K.
Baheti had been appointed as the Chief Financial Officer of the Company
with effect from 29th January 2015.
Remuneration and other details of the key managerial personnel for the
year ended 31st March 2015 are mentioned in the Extract of the Annual
Return which is attached as Annexure - A and forms a part of this
report.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with Related Parties falls under the scope of
Section 188 (1) of the Companies Act, 2013. Information on transactions
with Related Parties are given in prescribed form DIRECTORS' REPORT Â
(Contd.) AOC - 2 and the same forms part of this report.
AUDIT COMMITTEE
The Audit Committee of the Company comprises of Shri D. K. Mantri, Shri
K. K. Daga, Shri A. V. Jalan and Smt. Sucharita Basu De as members. The
Company Secretary is acting as the Secretary of the Committee. The
Executive Director and the Chief Financial Officer are permanent
invitees to the meeting to give clarification on accounts related
issues. The Board had accepted all the recommendations as and when
forwarded by the Audit Committee. The Company has in place a vigil
mechanism viz. Whistle Blower Policy the details of which are available
on the Company's website www.pilaniinvestment.com.
The details of terms of reference of the Audit Committee and other
details relating to number of meetings and dates on which held
including the attendance of each member are given separately in the
attached Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board comprises of
Shri D. K. Mantri, Shri K. K. Daga and Shri A.V. Jalan. The Company
Secretary is acting as the Secretary of the Committee. The said
Committee had devised a policy named as Nomination and Remuneration
Policy which has been approved by the Board and a copy of the same is
available on the Company's website www.pilaniinvestment.com. and is
attached as Annexure - B and forms part of this Report.
The details of terms of reference of the Nomination and Remuneration
Committee and other details relating to number of meetings and dates on
which held including the attendance of each member are given separately
in the attached Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee (CSR Committee) of the
Board comprises of Shri B. K. Birla, Shri D. K. Mantri and Shri R. A.
Makharia. The said Committee had devised a policy named as Corporate
Social Responsibility Policy which has been approved by the Board and a
copy of the same is available on the Company's website
www.pilaniinvestment.com. and is attached as Annexure - C and forms
part of this Report.
The details of terms of reference of the Corporate Social
Responsibility Committee and other details relating to number of
meetings and dates on which held including the attendance of each
member are given separately in the attached Corporate Governance
Report.
During the year your Company had contributed Rs.109.00 lacs to various
Trusts/Institutions working in the areas which is strictly in
consonance with the CSR policy of the Company. The details of CSR
expenditure in prescribed form is annexed as Annexure-D and forms part
of this Report.
SECRETARIAL AUDIT
In compliance with the provisions of Section 204 of the Companies Act,
2013, a Secretarial Audit was conducted during the year by the
Secretarial Auditor M/s. K. C. Dhanuka & Company, Practicing Company
Secretary. The Secretarial Auditor's Report is attached as Annexure-E
and forms part of this report. There are no
qualifications/observations/remarks made by the Secretarial Auditor in
his report.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate
Report on Corporate Governance is enclosed as a part of this Annual
Report of the Company. A certificate from Auditors of the Company
regarding compliance of Corporate Governance as stipulated under Clause
49 of the Listing Agreement is annexed to the Report on Corporate
Governance.
SUBSIDIARY COMPANY
The Audited Accounts and Directors' Report of the subsidiaries are
annexed hereto.
AUDITORS
S.R. Batliboi & Co. LLP, the Statutory Auditors of the Company had been
reappointed as the Statutory Auditors of the Company for period of
three years at the 67th Annual General Meeting held on 29th August
2014. At the ensuing Annual General Meeting the appointment of the
Statutory Auditors will be ratified.
AUDITORS REPORT
The observations made in the Auditors Report are self explanatory and,
therefore, do not call for any further explanation under Section
134(3)(f)(i) of the Companies Act, 2013.
EMPLOYEES
Information required under Section 197 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is attached as Annexure - F and forms part of this report.
DEPOSITS
The Company has not accepted any public deposit during the year. Hence,
no information is required to be appended to this report in terms of
Non-Banking Financial Companies Acceptance of Public Deposits (Reserve
Bank) Directions, 1998.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements have not been prepared by the
Company due to non-availability of accounts of one of the Associate
Companies.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The Company has no manufacturing activity and therefore, the disclosure
of particulars as required to be appended under section 134(3)(m) read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, in so far as it
relates to the conservation of the Energy and Technology Absorption is
not applicable
Particulars with regard to Foreign Exchange earnings and outgo - The
Company has no such transactions.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, unpaid/unclaimed dividend for the
Financial Year 2006-2007 has been transferred to the Investor Education
and Protection Fund.
APPRECIATION
Your Directors place on record their deep appreciation for the
committed services rendered by the employees of your Company.
For and on behalf of the Board of Directors
Kolkata R. A. MAKHARIA B. K. BIRLA D. K. MANTRI
May 27, 2015 Executive Director Director Director
Mar 31, 2014
Dear Shareholders,
We have pleasure in presenting the 67th Annual Report of the Company
along with the Audited Statements of Accounts for the year ended 31st
March, 2014. The Financial Results for the year are shown below :-
FINANCIAL RESULTS (Amount in Rs ''000)
2013-2014 2012-2013
Profit from operations, Dividend,
Interest and Rent Income 6,39,441 5,70,789
Profit on sale of shares - 13,70,118
Less: Depreciation 1,579 248
Profit before tax 6,37,862 19,40,659
Less: Provision for taxation 38,197 3,51,300
Profit after taxation 5,99,665 15,89,359
Add: Balance brought down 16,89,966 8,09,800
Profit available for appropriation 22,89,631 23,99,159
Appropriations :
Special Reserve 1,19,935 3,17,872
Proposed Dividend 1,97,719 1,97,719
Corporate Dividend Tax 33,602 33,602
General Reserve 2,00,000 1,60,000
Balance carried forward 17,38,375 16,89,966
22,89,631 23,99,159
The profitability of the Company for the year under review appears
less, the reason being the profit on the sale of shares in the previous
year and dividend not received on it in the current year. International
Markets were not favourable and disappointments on macro front locally
were the major factors affecting the capital markets. In order to
control high inflation, RBI has continued tighter monetary policies
resulting in higher interest rates on the borrowings by the various
Companies affecting their margins. The economy has grown by about 5%
in 2013-2014 and RBI has pegged the GDP growth for the current fiscal
year at the same level.
DIRECTORS'' REPORT Â (Contd.)
This report has been prepared on the basis of the legal requirements
under the Companies Act, 1956. As per General Circular no. 08/2014
issued by the Ministry of Corporate Affiars (MCA) dated 04-04- 2014,
the provisions of the Companies Act, 2013 will become applicable for
all disclosures required under the Act for the year 2014-15 and
subsequent years.
DIVIDEND
The Board of Directors has recommended a dividend of Rs. 25/- (Rupees
Twenty Five only) per equity share of Rs. 10/- each equivalent to 250%
(two hundred fifty percent) on the paid up equity share capital of the
Company for the year ended 31st March, 2014 as against Rs. 25/- (Rupees
Twenty Five only) equivalent to 250% (two hundred fifty percent) paid
in the previous year on the equity shares of T 10/- each. The dividend
will be paid when declared by the shareholders in accordance with law.
The dividend will be free of tax in the hands of the shareholders. The
Company will have to pay dividend distribution tax at the rate of 15%
plus applicable surcharge and education cess, aggregating about 16.995%
on the dividend amount so distributed.
CORPORATE SOCIAL RESPONSIBILITY
During the year, your directors have constituted the Corporate Social
Responsibility Committee (CSR Committee) comprising of Shri B. K.
Birla, Shri D. K. Mantri and Shri R. A. Makharia.
The said committee has been entrusted with the responsibility of
formulating and recommending to the Board, Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the company, monitoring and implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR activities.
DIRECTORS
In view of the provisions of the Companies Act, 2013 read with
provisions of the Listing Agreement, 1/3 of the Directors on the board
are required to be Independent Directors.
Independent Directors are not to be considered for the purpose of
determining the directors liable to retire by rotation. Three of the
existing directors viz. Shri P. K. Khaitan, Shri D. K. Mantri and Shri
K. K. Daga are Independent Directors. Shri R. A. Makharia is the
Executive Director, not liable to retire by rotation. 1/3 of the
remaining directors are liable to retire by rotation. Accordingly, Shri
A. V. Jalan will be retiring at the ensuing Annual General Meeting and
being eligible, offers himself for being re-elected. So far as the
above three Independent Directors are concerned at the ensuing Annual
General Meeting of the company, they would be appointed as the
Independent Directors of the Company for a term of 5 consecutive years
commencing from the date of the said meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with Section 217(2AA) of the Companies Act, 1956, the
Directors to the best of their knowledge and belief confirm that Â
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
(ii) the Directors have selected such accounting policies as mentioned
in Note 2.1 of the Notes to Financial Statements and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year as on 31st March, 2014 and
the Profit or Loss of the Company for the financial year ended on that
date;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
aforesaid Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate
Report on Corporate Governance is enclosed as a part of this Annual
Report of the Company. A certificate from Auditors of the Company
regarding compliance of Corporate Governance as stipulated under Clause
49 of the Listing Agreement is annexed to the Report on Corporate
Governance.
SUBSIDIARY COMPANY
The Audited Accounts and Directors'' Report of the subsidiary are
annexed hereto.
AUDITORS
S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration
Number : 301003E) the Statutory Auditors of the Company, hold office
until the conclusion of the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment. Under the Companies Act,
2013 the Company''s Statutory Auditors have compulsorily to retire by
rotation after a fixed period. M/s. S. R. Batliboi & Co.LLP who have
been the Company''s Auditors for over 10 years are also due to retire
but there is cooling off period of three years inclusive of 2014-2015.
Hence M/s. S. R. Batliboi & Co.LLP are proposed to be reappointed for
three years from the year 2014-2015 to be ratified every year and
accordingly a resolution for their re-appointment will be placed before
the Annual General Meeting for consideration by the share holders.
AUDITORS REPORT
The observations made in the Auditors Report are self explanatory and,
therefore, do not call for any further explanation under Section 217(3)
of the Companies Act, 1956.
EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975, are not
applicable as no employee was in receipt of such remuneration as
provided under the said Section.
DEPOSITS
The Company has not accepted any public deposit during the year. Hence,
no information is required to be appended to this report in terms of
Non-Banking Financial Companies Acceptance of Public Deposits (Reserve
Bank) Directions, 1998.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, unpaid/unclaimed dividend for the
financial year 2005-2006 has been transferred to the Investor Education
and Protection Fund.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The Company has no manufacturing activity and therefore, the disclosure
of particulars as required to be appended under Section 217(1)(a) of
the Companies Act, 1956, in so far as it relates to the Conservation of
the Energy and Technology Absorption is not applicable. Particulars
with regard to Foreign Exchange Earnings and Outgo - The Company has no
such transactions.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared by the Company
in accordance with the requirements of Accounting Standard-21 issued by
the Institute of Chartered Accountants of India and as stipulated by
Clause 32 of the Listing Agreement with the Stock Exchanges with which
the Shares of the Company are listed. The audited Consolidated
Financial Statements form part of the Annual Report.
APPRECIATION
Your Directors place on record their deep appreciation for the
committed services rendered by the employees of your Company.
For and on behalf of the Board of Directors
Kolkata R. A. MAKHARIA B. K. BIRLA
May 27, 2014 Executive Director Director
Mar 31, 2013
TO THE SHAREHOLDERS
Dear Shareholders,
The have pleasure in presenting the Annual Report of the Company along
with the Audited Statements of Accounts for the year ended 31st March,
2013. The Financial Results for the year are shown below :-
FINANCIAL RESULTS (Amount in ''000)
2012-2013 2011-2012
Profit from operations,
Dividend, Interest and Rent Income 19,40,907 4,36,958
Less: Depreciation 248 151
Profit before tax 19,40,659 4,36,807
Less: Provision for taxation 3,51,300 9,233
Profit after taxation 15,89,359 4,27,574
Add: Balance brought down 8,09,800 7,57,535
Profit available for appropriation 23,99,159 11,85,109
Appropriations :
Special Reserve 3,17,872 85,515
Proposed Dividend 1,97,719 1,97,719
Corporate Dividend Tax 33,602 32,075
General Reserve 1,60,000 60,000
Balance carried forward 16,89,966 8,09,800
23,99,159 11,85,109
The profitability of the Company for the year under review has
increased substantially mainly due to profit on sale of shares of a
company and more dividend income from Mutual Funds. News from Overseas
Markets mostly fuelled by debt crisis in Europe and disappointments on
macro front locally were the major factors for the capital markets
affected. In order to control high inflation, RBI has continued tighter
monetary policies resulting in higher interest rates on the borrowings
by various companies affecting their margins. The economy has grown by
5.5% in 2012-2013 and RBI has pegged GDP growth rate for the current
fiscal year at 6.5%.
DIVIDEND
The Board of Directors has recommended a dividend of 25/- (Rupees
Twenty Five only) per equity share of 10/- each equivalent to 250% (two
hundred fifty percent) on the paid up equity share capital of the
Company for the year ended 31st March, 2013 as against 25/- (Rupees
Twenty Five only) equivalent to 250% (two hundred fifty percent) paid
in the previous year on the equity shares of 10/ - each. The dividend
will be paid when declared by the shareholders in accordance with law.
The dividend will be free of tax in the hands of the shareholders. The
Company will have to pay dividend distribution tax at the rate of 15%
plus applicable surcharge and education cess, aggregating about 16.995%
on the dividend amount so distributed.
DIRECTORS
Shri Basant Kumar Birla and Shri Pradip Kumar Khaitan, Directors of the
Company retire from the office by rotation at the forthcoming Annual
General Meeting but being eligible offer themselves for re- election.
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with Section 217(2AA) of the Companies Act, 1956, the
Directors to the best of their knowledge and belief confirm that Â
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures;
(ii) the Directors have selected such accounting policies as mentioned
in Note 2.1 of the annual accounts and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year as on 31st March, 2013 and the Profit or Loss
of the Company for the financial year ended on that date;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
aforesaid Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate
Report on Corporate Governance is enclosed as a part of this Annual
Report of the Company. A certificate from Auditors of the Company
regarding compliance of Corporate Governance as stipulated under Clause
49 of the Listing Agreement is annexed to the Report on Corporate
Governance.
SUBSIDIARY COMPANY
The Audited Accounts and Directors'' Report of the subsidiary are
annexed hereto.
During the year the Company has made an application to Reserve Bank of
India for converting itself into a Core Investment Company (CIC) and
for this, one more wholly owned subsidiary was incorporated namely PIC
Realcon Limited and transferred certain investments in the non group
companies to PIC Realcon Limited to qualify itself as CIC.
AUDITORS
S.R. Batliboi & Co. LLP, the Statutory Auditors of the Company, retire,
and being eligible, offer themselves for reappointment.
AUDITORS REPORT
The observations made in the Auditors Report are self explanatory and,
therefore, do not call for any further explanation under Section 217(3)
of the Companies Act, 1956.
EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975, are not
applicable as no employee was in receipt of such remuneration as
provided under the said Section.
DEPOSITS
The Company has not accepted any public deposit during the year. Hence,
no information is required to be appended to this report in terms of
Non-Banking Financial Companies Acceptance of Public Deposits (Reserve
Bank) Directions, 1998.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The Company has no manufacturing activity and therefore, the disclosure
of particulars as required to be appended under Section 217(1)(a) of
the Companies Act, 1956, in so far as it relates to the Conservation of
the Energy and Technology Absorption is not applicable. Particulars
with regard to Foreign Exchange Earnings and Outgo appear in Note 27 to
the accounts and forming part of this Report.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements have been prepared by the Company
in accordance with the requirements of Accounting Standard-21 issued by
the Institute of Chartered Accountants of India and as stipulated by
Clause 32 of the Listing Agreement with the Stock Exchanges with which
the Shares of the Company are listed. The audited Consolidated
Financial Statements form part of the Annual Report.
APPRECIATION
Your Directors place on record their deep appreciation for the
committed services rendered by the employees of your Company.
For and on behalf of the Board of Directors
Kolkata R. A. MAKHARIA P. K. KHAITAN
May 28, 2013 Executive Director Director
Mar 31, 2012
The have pleasure in presenting the Annual Report of the Company along
with the Audited Statements of Accounts for the year ended 31st March,
2012. The Financial Results for the year are shown below
FINANCIAL RESULTS (Amount in Rs.'000)
2011-2012 2010-2011
Profit from operations, Dividend,
Interest and Rent Income 4,36,958 4,46,728
Less: Depreciation 151 158
Profit before tax 4,36,807 4,46,570
Less: Provision for taxation 9,233 5,000
Less: Deferred taxation - 2,416
Profit after taxation 4,27,574 4,39,154
Add: Balance brought down 7,57,535 6,86,075
Profit available for appropriation 11,85,109 11,25,229
Appropriations:
Special Reserve 85,515 87,900
Proposed Dividend 1,97,719 1,97,719
Corporate Dividend Tax 32,075 32,075
General Reserve 60,000 50,000
Balance carried forward 8,09,800 7,57,535
11,85,109 11,25,229
The profitability of the Company during the year under review appears
less mainly due to receipt of lesser dividend from few Companies and
provision for diminution in the value of units of some schemes of the
Mutual Funds. News from Overseas Markets mostly fuelled by debt crisis
in Europe and disappointments on macro front locally were the major
factors for the capital markets to fall. In order to control high
inflation, RBI has continued tighter monetary policies resulting in
higher interest rates on the borrowings by various companies affecting
their margins. The economy has grown by 6.9% in 2011-2012 and RBI has
pegged GDP growth rate for the current fiscal year at 7.3%.
DIVIDEND
The Board of Directors has recommended a dividend of Rs. 25/- (Rupees
Twenty Five only) per share of Rs.10/- each equivalent to 250% (two
hundred fifty percent) on the paid up equity share capital of the
Company for the year ended 31st March, 2012 as against Rs.25/- (Rupees
Twenty Five only) equivalent to 250% (two hundred fifty percent) paid
in the previous year on the equity shares of Rs. 10/- each. The dividend
will be paid when declared by the shareholders in accordance with law.
The dividend will be free of tax in the hands of the shareholders. The
Company will have to pay dividend distribution tax at the rate of 15%
plus applicable surcharge and education cess, aggregating about
16.2225% on the dividend amount so distributed.
DIRECTORS
Shri Kumar Mangalam Birla and Shri K. K. Daga, Directors of the Company
retire from the office by rotation at the forthcoming Annual General
Meeting but being eligible offer themselves for re-election.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 217(2AA) of the Companies Act, 1956, the
Directors to the best of their knowledge and belief confirm that
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(ii) the Directors have selected such accounting policies as mentioned
in Note 2.1 of the annual accounts and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year as on 31st March, 2012 and the Profit or Loss
of the Company for the financial year ended on that date;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
aforesaid Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
The Company has in place a system of Corporate Governance. A separate
Report on Corporate Governance is enclosed as a part of this Annual
Report of the Company. A certificate from Auditors of the Company
regarding compliance of Corporate Governance as stipulated under Clause
49 of the Listing Agreement is annexed to the Report on Corporate
Governance.
SUBSIDIARY COMPANY
The Audited Accounts and Directors' Report of the subsidiary are
annexed hereto.
AUDITORS
S.R. Batliboi & Co., the Auditors of the Company, retire, and being
eligible, offer themselves for reappointment.
AUDITORS REPORT
The observations made in the Auditors Report are self explanatory and,
therefore, do not call for any further explanation under Section 217(3)
of the Companies Act, 1956.
EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975, are not
applicable as no employee was in receipt of such remuneration as
provided under the said Section.
DEPOSITS
The Company has not accepted any public deposit during the year. Hence,
no information is required to be appended to this report in terms of
Non-Banking Financial Companies Acceptance of Public Deposits (Reserve
Bank) Directions, 1998.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING ANDOUTGO
The Company has no manufacturing activity and therefore, the disclosure
of particulars as required to be appended under Section 217(1)(a) of
the Companies Act, 1956, in so far as it relates to the Conservation of
the Energy and Technology Absorption is not applicable. Particulars
with regard to Foreign Exchange Earnings and Outgo appear in Note 29 to
the accounts and forming part of this Report.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements have been prepared by the Company
in accordance with the requirements of Accounting Standard-21 issued by
the Institute of Chartered Accountants of India and as stipulated by
Clause 32 of the Listing Agreement with the Stock Exchanges with which
the Shares of the Company are listed. The Audited Consolidated
Financial Statements form part of the Annual Report.
APPRECIATION
Your Directors place on record their deep appreciation for the
committed services rendered by the employees of your Company.
For and on behalf of the Board of Directors
Kolkata R. A. MAKHARIA B. K. BIRLA
30th May, 2012 Executive Director Director
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