DIRECTORS' REPORT To The Members, Prime Property Development Corporation Limited 1. Your Directors have pleasure in presenting the 23rd Annual Report of your Company along with the Audited Statement of Accounts for the year ended March 31, 2015. 2. Dividend: Your Directors are pleased to recommend for your approval a dividend @ 20% i.e Re. 1(One) /- per equity share of face value of Rs. 5/- for the financial year 2014-15. 3. Brief description of the Company's working during the year/State of Company's affair: • Current Year's Operation: Your Company's Vile Parle, West Project is ready for sale. During the year the Company has sold a few units at Prime Business Park, Vile Parle and earned an income of Rs.2,517 lacs as compared to Rs.501 Lacs in the previous year. • Future Prospects: The management is taking efforts to acquire projects and grab the opportunities which fall within the description and preferred area of work of the Company. Also, the management is working towards selling the remaining units at Prime Business Park, Vile Parle. Meanwhile, the surplus received has been invested for the benefit of the Company. Future prospects of the Company would be closely linked to any success in this regard at an early date. 4. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The Company does not have an internal Audit Department, but has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and all assets and resources are acquired economically, used efficiently and adequately protected. 5. Details of Subsidiary Companies and the details pertaining to its Performance and financial position: M/s. Sea-King Club Private Limited is a wholly owned subsidiary of M/s. Prime Property Development Corporation Limited. The operations of Subsidiary Company continues to be suspended pending renovation of the hotel with modern and improved amenities. It has applied for necessary statutory approvals from the authorities for modernization and enhanced capacity and is still awaiting clearance thereof. 6. Deposits: Your Company has not accepted any deposits from the public, during the year under review. 7. Statutory Auditors: M/s. Vora & Associates, Chartered Accountants, Firm Registration No. 111612W, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 139 of the Companies Act, 2013. The Company has obtained a Certificate from M/s. Vora & Associates to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section. The members are requested to appoint Auditors for the current year and fix their remuneration. 8. Auditors' Report: The observations made by the Auditors in their Report read with relevant notes as given in the Notes on Accounts annexed to the Accounts,are self explanatory and therefore do not call for any further comments under Section 134 (3)(f) of the Companies Act, 2013. The Auditors of the Company have not raised any queries or made any Qualifications on the Accounts adopted by the Board which were then audited by them. 9. Share Capital: During the year the Company has Bought Back and extinguished 30,28,920 fully paid-up Equity Shares of Rs. 5/- each @ Rs. 19.50/-, amounting to Rs. 5,90,63,940/- from the shareholders, through tender offer. During the year 2014-2015, the Company has not made any issue of equity shares with differential voting Rights, Sweat Equity Shares and Employee Stock Option. 10. Extract of the annual return: The extract of the annual return in Form No. MGT - 9 has been included. 11 . Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: A. Conservation of energy: The information required under the provisions of section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption is not applicable, as the Company is not carrying out any manufacturing operation. 12. Corporate Social Responsibility (CSR): The Corporate Social Responsibility Committee (CSR Committee) has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: www.ppdcl.com . Company has earmarked a budget of Rs. 7.35 lakhs being 2% of average net profits of 3 years, but could disburse only Rs. 1.88 lakhs, leaving an unspent amount of Rs. 5.47 Lakhs. This was since a donee on whose account the donation was approved and allocated, could not take the fund by the end of the financial year. The Annual Report on CSR activities is annexed herewith. 13. Directors: A) Changes in Directors and Key Managerial Personnel In terms of Section 152 (6) of the Companies Act, 2013, Mr. Vishal P Soni, Whole-Time Director (DIN : 00006497) retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment. Terms of Appointment of Mr. Yadavrao C Pawar, Independent Director,(DIN: 00068736) expires at the conclusion of this Annual General Meeting, and being eligible for appointment for a further term has offered himself for re-appointment. The Board recommends his re-appointment. Terms of Appointment of Mr. Ishwarchand G Shah, Independent Director,(DIN: 02512385) expires at the conclusion of this Annual General Meeting, and being eligible for appointment for a further term has offered himself for re-appointment. The Board recommends his re-appointment. Mr. Satendrakumar C. Bhatnagar, Independent Director, (DIN: 02230233) whose term expires at the conclusion of this Annual General Meeting, has indicated his inability to continue on the Board. The Board of Directors wish to place their appreciation for the valuable contribution made by him during his tenure as a Director. As per Section 149 of Companies Act, 2013 and rules made there under and as per listing agreement, the Company is required to appoint a Woman Director on the Board of the Company. During the year 2014-2015, Ms. Hiral R Vora (DIN: 07134962) was appointed as an Additional Director in the category of woman Director who shall hold office till the ensuing Annual general Meeting. The proposal regarding her appointment as Independent Director has been placed for your approval. The Board recommends her appointment. B) Declaration by an Independent Director(s) The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. C) Annual Evaluation of the Board Members The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. D) Familaristion of Independent Directors The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.ppdcl.com/policies.html 14. Number of meetings of the Board of Directors The Board of Directors during the year 2014-15 met four times on 14th May, 2014, 14th August, 2014, 14th November, 2014, 3rd February, 2015. For further details, please refer to Report on Corporate Governance appearing in this Annual Report. 15. Details of establishment of vigil mechanism for directors and employees: The Company has put in place Vigil Mechanism for Directors and Employees of the Company. 16. Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director: The Nomination and Remuneration Committee has formulated a policy relating to the appointment, remuneration and removal of Executive Directors, Key Managerial Personnel and Other Senior Management Personnel of the Company, in accordance with the provisions of Section 178 of the Act. The Remuneration policy is made available on the website of the company at the link: www.ppdcl.com/policies.html 17. Particulars of loans, guarantees or investments under section 186: Particulars of Loan given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in standalone financial statement. 18. Particulars of contracts or arrangements with related parties: The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under the proviso thereto have been disclosed in Form No. AOC -2, annexed. Further, policy on dealing with Related Party Transactions is disclosed on the website of the Company at the link <http://www.ppdcl.com/> policies.html 19. Managerial Remuneration: A) Details pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith. B) There is no Employee who is in receipt of more than Rs. 5,00,000 P.M. or Rs. 60,00,000 per financial year under section 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the financial 2014-15. C) Commission to Chairman The Board has recommended payment of Rs. 44,50,000/- as commission to the Chairman for his services to the Company, subject to the approval of members. 20. Secretarial Audit Report: The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed M/s. Sanjay Dholakia & Associates, Company Secretaries in Practice, as the Secretarial Auditor of the Company for the financial year 2014-15 and the report is annexed herewith. The Auditors of the Company have not raised any queries or made any Qualifications with respect to Secretarial Audit conducted by them. 21. Risk management policy: The Board has adopted Risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, safeguarding of its Assets, Prevention and detection of Frauds and Errors, etc. 22. Directors' Responsibility Statement: Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement it is confirmed that- (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relat ing to material departures; (b) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The annual accounts have been prepared on a going concern basis. (e) That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively. (f) That proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 23. Corporate Governance And Management Discussion & Analysis Reports: The Corporate Governance and Management Discussion & Analysis Report, which forms a part of this Report, are set out separately together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. 24. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in Future: There were no orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 25. Acknowledgements: An acknowledgement with thanks is hereby conveyed to all with whose help, cooperation and hard work the Company was able to achieve the results. For and on behalf of the Board of Directors Padamshi L. Soni Chairman Din: 00006463 Place: Mumbai Date: 14th August, 2015 |