The Directors have pleasure in presenting before you the 60th Annual Report of the Company together withthe Audited Financial Statements of Accounts for the year ended 31st March, 2025.
(' In Lakhs) (' In Lakhs)
2024-2025
2023-2024
The gross profit /(loss) before interest and Depreciation
279.78
250.88
Adjusting therefrom Depreciation of
4.37
9.27
The net profit /( Loss)
275.41
241.61
The balance of Profit brought forward from last year
2222.66
2041.87
Total
2498.07
2283.48
Less: Provision for Current Taxation of
71.40
62.15
Provision/(saving) for Deferred Tax expense of
5.01
1.33
Totalling to
66.39
60.82
Which the Directors propose carry-forward to next year's accounts
2431.68
The Company’s revenue during the year amounted to ' 447 Lakhs, a rise of about 26% over the previous year,which comprises of income from interest, dividend and rentals and also from sales of services. The Companyis classified as Core Investment Company under the Core Investment Companies (Reserve Bank) Directions2016 and is, therefore, permitted only to lend and invest within the Group Companies only. Accordingly, theincome from interest and dividend is received from Group Companies. The rental income includes rent receivedfrom Pune real estate leased out to Pudumjee Paper Products Ltd, a related party, under a Leave & LicenseAgreement, which would be expiring on 31st January 2026 and is proposed to be renewed.
The development of the Company’s vacant land of about 16 acres at Village Kareli, Near Narsinghpur, MadhyaPradesh, is awaiting finalization and approval of development plan from State Government. Meanwhile, theold boundary wall has been replaced by constructing a new compound wall.
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on performance and financialposition of the associate company as included in consolidated financial statement is provided as 'Annexure- I'.There is no subsidiary to the Company.
Statement containing salient features of the financials statements of subsidiaries/Associate Companies/JointVentures in Form AOC-1 is attached
M/s. J. M. Agrawal & Co., Chartered Accountants, have been re-appointed as Statutory Auditors of the Companyat the 57th Annual General Meeting to hold office up to the conclusion of 62nd Annual General Meeting. Theremuneration of Auditors is already fixed for three years at Rs. 60,000/- per year. The remuneration for theremainder of the term is required to be fixed;
M/s. J. M. Agrawal & Co., Chartered Accountants, have confirmed that, their appointment, would be withinthe limits specified under Section 143(3)(g) of the Companies Act, 2013. They have further confirmed thatthey are not disqualified to be appointed as Statutory Auditors in terms of the provisions of the proviso toSection 139(1) and Section 141(3) of the Companies Act, 2013 and the provisions of the Companies (Auditand Auditors) Rules, 2014.
There is no adverse remark or qualification in the Statutory Auditor’s Report annexed elsewhere in this AnnualReport. The Auditors have reported that there is no fraud on or by the Company noticed or reported duringthe year.
In terms of the amended Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, listed companies are now required to appoint a Secretarial Auditor for a continuous period of five years,with the appointment being approved by the shareholders at a general meeting.
The Board of Directors, at its meeting held on 10th May, 2025, considered and approved the appointment ofM/s. Parikh & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for aterm of five financial years, commencing from FY 2025-2026 to FY 2029-2030.
M/s. Parikh & Associates have given their consent to act as the Secretarial Auditor’s of the Company fromthe Financial Year 2025-2026 to 2029-2030.
M/s. Parikh & Associates, Practicing Company Secretaries, have consented to the said appointment andconfirmed that, their appointment, if made, would be within the limits specified under the Companies Act,2013 and Rules made thereunder. They have further confirmed that they are not disqualified to be appointedas Secretarial Auditors in terms of the provisions of the Companies Act, 2013 and Rules made thereunder.
The Board of Directors recommended the appointment of M/s. Parikh & Associates, Company Secretaries, asSecretarial Auditors of the Company for the period of five (5) years from Financial Year 2025-2026 to FinancialYear 2029-2030 M/s. Parikh & Associates has long and varied experience in Secretarial Audits, Certificationsand other Consultancy assignments.
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration ofManagerial Personnel) Rules, 2014, M/s. Parikh & Associates, Practicing Company Secretaries were appointedto conduct the secretarial audit of the Company for Financial Year 2024-2025.
The Secretarial Auditors Report for the Financial Year 2024-2025 is annexed to this report as 'Annexure-II'.The report does not contain any qualification, reservation or adverse remark.
The Company has complied with the applicable Secretarial Standards during the year issued by Institute ofCompany Secretaries of India.
The Company is not subjected to Cost Audit and hence has not appointed the Cost Auditor.
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section2(51) and 203 of the Companies Act, 2013, read with Rules framed thereunder.
Mr. Gautam N. Jajodia- Executive Director
Mr. Jagadish W. Patil-Company Secretary and Chief Financial Officer.
The Company has Board of Directors with total six directors out of which four directors are Non-ExecutiveIndependent Directors, one promoter Director and one Executive Director. By virtue of Section 149 of theCompanies Act, 2013 and Rules made there under, the Independent Directors are not liable to retire by rotation.
Mr. Gautam N Jajodia (DIN:00064611), Executive Director, retires by rotation at the ensuing Annual General
' \Meeting, and being eligible, offers himself for re-appointment.
Mr. Romie Shivhari Halan, independent Director is completing his First term of five years on 31st August, 2025.The Board of Directors of the company, on recommendation of Nomination and Remuneration Committeehas recommended his re-appointment as Non Executive Independent Director for the second terms with effectfrom 01st September, 2025 to 31st August, 2030, not liable to retire by rotation, subject to the approval ofshareholders of the Company by Special Resolution.
The Company has received declarations from all the Independent Directors of the Company confirming thatthey meet the criteria of independence as prescribed in sub-section (6) of Section 149 of the Companies Act,2013 and also in Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirement) Regulations,2015 and confirming that they are not debarred from holding the office of Director by virtue of any SEBIorder or any other such authority.
The Company has not accepted any public deposits during the year.
The provisions of Corporate Social Responsibility (CSR) as per the Companies Act, 2013, are not applicableto the Company for the financial year 2024-2025.
The loans, guarantees given or investments made are within the limits under Section 186 of the CompaniesAct, 2013 and as approved by shareholders vide special resolution passed by postal ballot held on 17th May,2014. A statement on this is annexed under 'Annexure-III'.
The disclosures pursuant to Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014in Form AOC-2 for related party transactions is annexed as ‘Annexure-IV'
The Company has formulated the Policy on materiality of and dealing with Related Party Transactions andthe same has been uploaded on the website of the Company at www.3pland.com/files/policy-on-determination-of-materiality-for-discloure.pdf.
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies(Management and Administration) Rules, 2014, draft Annual Return of the Company as at 31st March, 2025is uploaded on the website of the Company at www.3pland.com/staticpages/files7-MGT-2024-25
The Report on Corporate Governance in accordance with the guidelines of the Securities and Exchange Boardof India and pursuant to applicable provisions of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015 is attached to this report as 'Annexure-V'
The Secretarial Auditors Certificate in respect of compliance with the provisions concerning Corporate Governance,forms a part of this Annual Report as required under the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015.
There are no material changes and commitments affecting the financial position of the Company which haveoccurred between the end of the financial year of the Company to which the financial statements relate andthe date of this report.
There is no significant and material order passed by the regulators or courts or tribunals impacting the goingconcern status and Company's operations in future.
4(Four) Board Meetings were held during the year 2024-2025. The details of the Meetings of Board of Directorsheld during the year are available in the Report on Corporate Governance, which forms part of this Report.
The details regarding Committees of the Board of Directors of the Company are given in the report on CorporateGovernance, which forms a part of this Report.
The Board of Directors of the Company comprises of optimum number of Independent Directors. Based onthe confirmations/disclosures received from the Directors and evaluation of the relationship disclosed, thefollowing Non Executive Directors are Independent Directors in terms of Regulation 16(1)(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.
1. Mr. Bhavanisingh Shekhawat.
2. Mr. Romie Shivhari Halan
3. Mr. Upendra Goraksha Deglurkar
4. Mr. Sudhir Vithalrao Duppaliwar
The Board of directors, at its meeting held on 17th May, 2014 adopted Risk Management Policy, containingelements identifying risk to the existence of the company, procedures to inform Board members about therisk assessment and minimization procedures, monitoring the risk management plan, etc. and the same hasbeen uploaded on the website of the Company at www.3pland.com.
The internal control systems of the Company are adequate considering the nature of its business, size andcomplexity.
The Statutory Auditors as well as the Internal Auditors of the Company review the same on periodical basisand significant observations, if any and Action Taken Report on the same are considered by Audit Committeeat their meetings.
A separate meeting of the Independent Directors of the Company was held on 18th January, 2025, in whichevaluation of performance of the Board and the individual Directors was carried out. The performance evaluationwas conducted based on the criteria specified in the Companies Act, 2013, and Guidance Note on BoardEvaluation issued by SEBI. The performance of the committee was also generally discussed and evaluated.The feedback based on evaluation was discussed with the Chairman of the Board and given to the Directors.
The details of programmers for familiarization of Independent Directors with the Company, is available on thewebsite www.3pland.com/staticpages/files/pil-familarisation/20programme.pdf.
The Company has a Whistle Blower Policy/Vigil Mechanism. The said policy has been made keeping in viewof the amendments in the Companies Act, 2013 and as per Regulation 22 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 for Directors and employees to report their genuine concern. Thesaid policy is available at the company's website www.3pland.com./files/vigilmechanisim-WhstleBlwerPolicy.pdf.
During the year under review no employee had drawn the remuneration in excess of limits specified in Section197 of the Companies Act, 2013 read with Companies(Appointment and Remuneration of Managerial Personnel)Rules 2014. The statement giving required details is given in the annexure 6A and 6B to this report.
An Internal Complaints Committee ('Sexual Harassment Committee') has been constituted, under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with thecomplaints, if any, from the Company and other Companies in the Pudumjee Group.
There was no complaint reported under the prevention of Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.
As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules,2014, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange earnings& outgo for the year ended on 31st March, 2025 is as under.
A) CONSERVATION OF ENERGY:
(a) Measures taken: Not Applicable .
(b) Steps taken for utilizing alternate sources of energy: Not Applicable
(c) Impact of measures at (a) and (b) above on reduction of energy consumption: Not Applicable.
(d) Capital Investment on energy conservation equipments: NIL
B) TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION:
(i) Efforts made in brief towards technology absorption, adaptation and innovation-Nil
(ii) Benefits derived as a result of the above- Not Applicable
(iii) Details of Imported Technology -No new technology was imported in last three years.
(iv) Expenditure incurred on Research and Development - Nil
C) FOREIGN EXCHANGE EARNINGS AND OUTGO: Foreign Exchange earned and used during the yearwere Nil
A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 andother applicable provisions of the Companies Act,2013 and Rules thereto stating therein the Company's policyon Directors' appointment and remuneration by the Nomination and Remuneration Committee and approvedby the Board of Directors at its meeting held on 3rd November, 2014. The said policy may be referred to, atthe Company's official website www.3pland.com/files/pilremun.pdf.
The Directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairsof the company at the end of the financial year and of the profit of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable lawsand that such systems were adequate and operating effectively.
Your Directors wish to express their appreciation of the continued support and co-operation received from the
all the Stakeholders and Employee of the Company.
On behalf of the Board of Directors,
Place: Pune G. N. Jajodia
Date : 10th May 2025 Chairman