To the Members,
The Directors have pleasure in presenting before you the 60th
Annual Report of the Company together with the Audited Financial Statements for the year
ended 31st March, 2025. The accounts are prepared in accordance with the
Companies (Indian Accounting Standards) Rule, 2015 (IND AS) prescribed under Section 133
of the Companies Act, 2013.
FINANCIAL RESULTS :
|
20242025 |
20232024 |
| The Earnings
Before Interest, Tax, Depreciation and Amortization (EBITDA) |
2,242.48 |
1,111.22 |
| Less: |
|
|
| i) Finance cost |
|
|
| ii)
Depreciation/Impairment |
188.52 |
189.35 |
| The net profit before
Tax |
2,053.96 |
921.87 |
| Less: |
|
|
| Provision for
Current Tax |
49.00 |
41.00 |
| Provision/(Saving)
for Deferred Taxation |
6.55 |
(17.20) |
| Current tax
provision of earlier years written back |
|
(173.33) |
| Net Profit After Tax |
1,998.41 |
1,071.40 |
| Add: |
|
|
| Other
Comprehensive Income/(Expense) (does not include |
|
|
| FVOCI shown as other
reserve) |
(26.73) |
14.16 |
| The balance of
Profit brought forward from last year |
8,784.32 |
7,784.70 |
| Total |
10,756.00 |
8,870.26 |
| Less: |
|
|
| Tax saving on OCI /
(Expense) |
(7.44) |
3.94 |
| Dividend Paid on
Equity Shares |
82.00 |
82.00 |
| Tax Paid on
Dividend |
|
|
| Transfer to
General Reserve |
|
|
| Total |
74.56 |
85.94 |
| Balance proposed to
be carried forward to next year's accounts |
10,681.44 |
8,784.32 |
CONSOLIDATED FINANCIAL STATEMENTS :
Pursuant to Sections 129, 134 of the Companies Act, 2013 (the Act), the
Consolidated Financial Statements of the Company, in accordance with Schedule III of the
Act and applicable Accounting Standards along with Auditor's Report forms part of this
Annual Report.
DIVIDEND :
The Board of Directors recommends the payment of Dividend for the year
ended 31st March, 2025 at the rate of Re. 0.20 per share. Subject to approval
of Shareholders, the Equity Dividend shall be paid, subject to the provision of Section
126 of the Companies Act, 2013 to those Shareholders whose names stand on the Register of
Members on 30th August, 2025.
The Dividend in respect of shares held in electronic form, will be paid
to all those beneficial owners of the shares as per the details furnished by depositories
for the purpose at the close of business hours on 21st August, 2025.
During the year under review, the Board of Directors decided not to
transfer any amount to the General Reserves of the Company.
OPERATIONS :
The Company's standalone accounts shows revenue from operations at '
2,222.97 lakhs and other income of ' 452.42 lakhs as against ' 1,213.12 lakhs and ' 264.31
lakhs respectively in the last year. The profit before tax works out to ' 2,053.96 lakhs
as against ' 921.87 lakhs in the last year. The profit after tax (before Comprehensive
income) is also higher at ' 1,998.41 lakhs as against ' 1,071.40 lakhs in the last year.
These results include a much higher share of profit of ' 1,827.38 lakhs (' 834.99 lakhs in
the last year) from AMJ Land Developers, in which the Company is a partner, holding 95%
stake. The higher share of profit from the firm is primarily due to improved working of
the firm having a revenue of ' 7,369.71 lakhs (' 5,268.44 lakhs in the last year).
“
GREENS” is a selfcontained gated residential project at Pune having modern
and latest multiple amenities being developed by AMJ Land Developers. The 7th
residential tower in the “GREENS” having an area of about 1,47,758 sq.
ft. is complete and received occupancy certificate in December 2024 and the possessions
have started to be handed over on and from 14th February, 2025. The 8th
residential tower having an area of 1,65,000 sq. ft. comprising of 2, 3 and 4 BHKs in the
project is under construction and has received exceptionally good response majorly from
the existing residents of GREENS and consequently about 80% of apartments have been
booked. This speaks immensely of the reliability and goodwill generated by GREENS since
inception. Barring unforeseen circumstances, this 8th tower is expected to be
completed by March27.
AMJ Realty Ltd, a wholly owned subsidiary Company, is evaluating and
pursuing proposals for redevelopment of existing old housing schemes in addition to
proposed purchase of plot of land for residential development. This plot of land being an
ancestral land involving time consuming resolution of the matters amongst the owners, is
awaiting final documentation. The 'GREEN VILLE' project continues to be on hold in view of
the disputed applicability of repealed Urban Land Ceiling Act where clarity is awaited
from Government pursuant to the directions of Bombay High Court. In view of nondisposal of
the matter by the Government of Maharashtra during the directed time, the Company may
again have to approach the authorities and the High Court.
The three wind power plants have generated saleable power of 65.60
lakhs kwh (Gross generation before transmission and wheeling losses 73.25 lakhs kwh) as
against 71.49 lakhs kwh (Gross generation before transmission and wheeling losses 73.91
lakhs kwh) in the last year with marginal improvement in profitability from operations.
The generation and sale of wind power is governed by the Electricity Regulatory regime
under Open Access structure which imposes higher levies thereby leaving not much of
incentive for the consumers to source Open Access power from generators.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE
SUBSIDIARY AND ASSOCIATES
Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the
information on the highlights of performance of Subsidiary and Associates and their
contribution to the overall performance of the company during the period under report is
provided in Annexure1 of this report.
SUBSIDIARY COMPANY:
As at 31st March, 2025, the Company has one Subsidiary
namely AMJ Realty Limited which is engaged in the business of Real Estate Developments.
TRANSFER OF AMOUNTS AND SHARES TO INVESTOR
EDUCATION AND PROTECTION FUND :
Pursuant to the provision of Sections 124 and 125 of the Companies Act,
2013, relevant amounts like unclaimed dividend etc., which remained unpaid or unclaimed
for a period of seven years have been transferred by the Company, from time to time on due
dates, to the Investor Education and Protection Fund ('IEPF').
In compliance with these provisions read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the
Company has transferred 31,795 shares to the Demat Account of the IEPF Authority
maintained with NSDL, in respect of which dividend had remained unpaid/unclaimed for a
consecutive period of 7 years or more. The details of the Shareholders whose shares
transferred to IEPF Authority and procedure to claim refund of unclaimed dividend amount
and shares from IEPF authority are available on the website of the Company viz:
https://amiland.com/uploads/AMJList%20
of%20Unpaid%20and%20Unclaimed%20Dividend%20as%20on%2006.09.2024(Financial%20Year2016
17%20to%20202324).pdf
AUDITORS :
A) Statutory Auditors
The Members of the Company at the 57th Annual General
Meeting reappointed M/s. J. M. Agrawal & Company, Chartered Accountants, as Statutory
Auditors for further period of five years till the conclusion of 62nd Annual
General Meeting of the Company.
There is no adverse remark or qualification in the Statutory Auditor's
Report annexed to this Annual Report.
The Auditors have reported that there is no fraud on or by the Company
noticed or reported during the year.
B) Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, the Board had appointed M/s. Parikh & Associates,
Practicing Company Secretaries, Mumbai as the Secretarial Auditor, to conduct the
Secretarial Audit of the Company for the financial year 202425. The Secretarial Auditors'
Report for the financial year 202425 is annexed hereto and marked as Annexure 2.
There is no adverse remark or qualification in the Secretarial Audit
Report.
Further in compliance with Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of The
Companies Act, 2013, the Board of Directors of the Company at its meeting held on 14th
May, 2025, have approved the appointment of M/s. Parikh & Associates, Practicing
Company Secretaries, a peer reviewed firm (Firm Registration No. P1988MH009800) as
Secretarial Auditors of the Company for a term of five consecutive years commencing from
FY 202526 till FY 202930, subject to approval of the shareholders at the ensuing 60th
Annual General Meeting.
PUBLIC DEPOSIT :
During the year under review, the Company has not accepted any deposits
from Public.
DIRECTORS AND KEY MANAGERIAL PERSONEL (KMP) :
Pursuant to the Provisions of Companies Act, 2013, Mr. Surendra Kumar
Bansal (DIN: 00031115), NonExecutive NonIndependent Director, retires by rotation at the
ensuing Annual General Meeting, and being eligible, offers himself for reappointment.
The details of the Directors of the Company, proposed to be reappointed
at the 60th Annual General Meeting, as required by Regulation 36(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standard 2 issued by the Institute of Company Secretaries of India are provided as
Annexure at the end of the Notice convening the 60th Annual General Meeting of
the Company.
Mr. Shrihari Waychal, Company Secretary & Key Managerial Personnel
of the Company resigned from the services of the Company with effect from close of the
business hours of 18th July, 2024 and Mr. Chinmay Pitre was appointed as
Company Secretary & Key Managerial Personnel of the Company w.e.f. 30th
October. 2024. The Board places on record its appreciation for the services and
contributions rendered by Mr. Shrihari Waychal during his tenure as Company Secretary
& Key Managerial Personnel with the Company.
The Shareholders of the Company at their meeting held on 20th
August, 2020 had reappointed Ms. Preeti Mehta (DIN: 00727923) for second term for a period
w.e.f 19th September, 2020 to 31st October, 2024. Accordingly, she
retired on 31st October, 2024 on completing 10 years term as Non Executive
Independent Director of the Company. The Board places on record appreciation for the
services, guidance and contributions rendered by Ms. Preeti Mehta during her tenure as
Director with the Company.
Further based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors of the Company, at their meeting held on 30th
October, 2024, appointed Mrs. Shilpa Bhatia (DIN: 08695595) as an Additional Director in
the capacity of NonExecutive Independent Director of the Company, for a period of 5 years
w.e.f. 01st November, 2024 till 31st October, 2029. The said
appointment of Mrs. Shilpa Bhatia as a NonExecutive Independent Director was approved by
the Members of the Company by way of a Postal Ballot on 11th December, 2024 in
accordance with the provisions of the Companies Act, 2013 & Rules made thereunder and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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 applicable provisions of the Companies Act, 2013 and applicable
regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and also confirming that they are not debarred from holding the office of Director by
virtue of any SEBI order or any other such authority.
The Board of Directors is of the opinion that the Independent Directors
holds the highest standard of integrity and possess necessary expertise and experience
including proficiency in the field in which the Company operates.
SECRETARIAL STANDARDS :
The Company has complied with the applicable Secretarial Standards
during the year issued by the Institute of Company Secretaries of India.
MEETINGS :
During the year, 4 Board and 4 Audit Committee Meetings of the Company
were convened and held. The details of which are given in the Corporate Governance Report
that forms part of this Annual Report. The intervening gap between the said Meetings was
within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
The Board of Directors has constituted the Corporate Social
Responsibility Committee of the Company comprises of Mr. Arunkumar Mahabirprasad Jatia,
Non Executive Director as Chairman of the Committee, Mr. Sudhir Duppaliwar, NonExecutive
Independent Director, Mrs. Shilpa Bhatia, NonExecutive Independent Director and Mr.
Surendra Kumar Bansal, WholeTime Director & CFO as members of the Committee. The major
role of this Committee is to formulate, recommend, implement and monitor the CSR policy,
activities to be undertaken by the Company and to meet/contribute expenditure towards its
recommended Corporate Social Responsibility objectives. This Committee carried out the CSR
Activities pursuant to section 135 read with Schedule VII of the Companies Act, 2013 as
amended from time to time and as per the CSR policy of the Company.
During the year, the Company was required to spent amount of ' 15 Lakhs
in accordance with Section 135(1) of the Companies Act, 2013 and the same has been fully
spent on the CSR Projects recommended/approved by the CSR Committee and the Board of
Directors of the Company.
The CSR Committee affirmed that the implementation and monitoring of
the CSR projects during the year was in compliance with the CSR objectives and CSR policy
of the Company.
The CSR Policy of the Company is available on the website of the
Company viz: https://amjland.com/uploads/
policies/AMJCorporate%20Social%20Responsibilitv%20Policv2025.pdf
The other relevant disclosures as stipulated under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure3.
PARTICULARS OF LOAN(S), GUARANTEE(S) OR
INVESTMENT(S) :
Particulars of loan(s) given, investment(s) made, guarantee(s) given
and securities provided along with the purpose are provided in Annexure4 to this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES :
The Board of Directors of the Company has adopted a Policy on Related
Party Transactions for the purpose of determining the materiality of transaction with
related parties and dealings with them. The said policy is available at the Company's
website at httpsy/amjland.com/uploads/policies/AMJPolicyonRelatedParty Transactions.pdf
The Audit Committee reviews all related party transactions quarterly as also when
necessary.
Pursuant to Sections 134(3), 188(1) of the Companies Act, 2013 read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 the particulars of
contracts/arrangements entered into by the Company with related parties referred to in
subsection (1) of section 188 of the Companies Act, 2013 in Form AOC2 are provided under
Annexure5.
ANNUAL EVALUATION OF PERFORMANCE OF BOARD
DIRECTOR(S) AND COMMITTEE(S) :
As required under Companies Act, 2013, a meeting of the Independent
Directors was held on 05th February, 2025. The Independent Directors evaluated
the performance of the NonIndependent Directors, wherein the evaluation of performance of
the NonIndependent Directors, including the Chairman and also of the Board as a whole was
made against predefined and identified criteria.
The criteria for evaluation of the performance of the Independent
Directors, Chairman and the Board, was finalized by the Nomination and Remuneration
Committee in its meeting held on 14th February, 2015, the said committee has
carried out evaluation of the performance of every Director. The said criteria is
available at the Company's website at
https://amiland.com/uploads/policies/AMJLANDPolicy%20on%20evaluation%20
of%20Performance%20of%20Directors%20and%20the%20Board.pdf The Board of Directors at their
meeting held on 05th February, 2025 has evaluated the performance of
Independent Directors. The performance of the Committee was also generally discussed and
evaluated.
While evaluating, the principles and guidelines issued vide circular
dated 5th January, 2017 read with SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November, 2024 and the provisions of
Schedule IV of the Companies Act, 2013 have been taken into account.
FAMILIARISATION PROGRAMME :
The details of programmes for familiarisation of Independent Directors
with the Company is available at the Company's website at.
https://amiland.com/uploads/policies/AMJLANDFamiliarisation%20Programme%20
for%20Independent%20Directors.pdf
RISK MANAGEMENT POLICY :
In accordance with the requirements of the Act, the Company has adopted
and implemented a Risk Management Policy for identifying risks to the Company, procedures
to inform Board members about the risk assessment & minimization procedures,
monitoring the risk management plan, etc.
REMUNERATION POLICY :
In accordance with the provisions of Section 178 and other applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has formulated Remuneration policy which
inter alia, includes the criteria for determining qualifications, positive attributes and
independence of Directors. The said policy may be referred to, at the Company's website at
https://
amiland.com/uploads/policies/Criteria%20for%20Selection%20of%20Candidates%20for%20Senior%20
Management%20and%20Members%20on%20the%20Board%20of%20Directors.pdf and is annexed hereto
and marked as Annexure8.
WHISTLE BLOWER POLICY/VIGIL MECHANISM :
The Company has a Whistle Blower Policy / Vigil Mechanism. The said
policy has been made keeping in view of the amendments in the Companies Act, 2013 and to
comply with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The said policy may be referred to, on the Company's website at
https://amiland.com/uploads/policies/AMJLand%20%20Vigil%20MechanismWhistle%20
Blower%20Policy.pdf
PARTICULARS OF EMPLOYEES :
Pursuant to Section 197 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 Annexures6A and 6B to this report.
In accordance with the provisions of Section 197(12) of the Companies
Act, 2013, read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names of
the top ten employees in terms of remuneration drawn and other relevant particulars is
provided in a separate annexure forming part of this Report. Pursuant to Section 136 of
the Companies Act, 2013, the Annual Report is being sent to the Shareholders excluding the
said annexure. Shareholders who wish to obtain a copy of the annexure may write to the
Company Secretary at secretarial@pudumjee.com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :
An Internal Complaints Committee ('Sexual Harassment Committee') has
been constituted, under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the
Company and other Companies in the Pudumjee Group.
During the year under review, there was no complaint of discrimination
and harassment (including Sexual Harassment) received by the Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE EARNINGS AND OUTGO:
As the Company is not engaged in the manufacturing activities, the
information related to Conservation of energy, technology absorption is not applicable.
During the year under review, no Foreign Exchange was earned and used.
REPORT ON CORPORATE GOVERNANCE :
The report on Corporate Governance in accordance with the guidelines of
the Securities & Exchange Board of India and pursuant to applicable provisions of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached and
marked as Annexure7.
MATERIAL CHANGES AND COMMITMENTS, IF ANY :
There are no adverse material changes or commitments that occurred
after 31st March, 2025, which may affect the financial position of the Company
or may require disclosure.
ANNUAL RETURN:
Pursuant to the provisions of Companies Act, 2013, draft of Annual
Return for the financial year 202425 is available on the website of the Company at
https://amiland.com/uploads/financial/AMJDraftAnnual%20 ReturnForm%20MGT7202425.pdf
SIGNIFICANT AND MATERIAL ORDERS :
There is no significant and material order passed by the Regulators or
Courts or Tribunals impacting the going concern status and Company's operations in future.
DIRECTORS
' RESPONSIBILITY STATEMENT :
The Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively.
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENTS :
Your Directors express their appreciation of the continued support and
cooperation received from the all the stakeholders and employees of the Company.
On behalf of the Board of Directors,
A. K. Jatia,
Chairman. DIN: 01104256
Place: Pune Date: 14th May, 2025
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE
SUBSIDIARY AND ASSOCIATE:
(Pursuant to Rule 8 of Companies (Accounts) Rules, 2014)
(Rs. In lakhs except for EPS & Dividend)
| Name of the
Company (Subsidiary and Associate, etc.) |
3P
Land Holdings Limited |
Biodegradable
Products India Limited |
AMJ
Realty Limited |
AMJ
Land Developers |
| Nature of the Company
(Subsidiary, Associate, etc.) |
(Under
IND AS) Associate Company |
(Under
IND AS) Associate Company |
(Under
IND AS)
Subsidiary
Company |
(Under
IND AS) Subsidiary Entity |
| Ownership Interest
of the Company |
27.24% |
27.11% |
100.00% |
95.00% |
| Sales/Income |
448.69 |
953.55 |
|
7,664.21 |
| Profit/(Loss)
after tax before OCI |
209.02 |
(370.97) |
(8.38) |
1,923.29 |
| Current Assets |
19.38 |
254.43 |
52.61 |
5,737.47 |
| Loans &
Borrowings |
|
5,589.76 |
92.13 |
|
| Current
Liabilities |
19.11 |
3,197.31 |
8.67 |
3,010.29 |
| Net Fixed Assets |
163.76 |
570.35 |
|
147.56 |
| NonCurrent Assets
(Incl. Investments) |
15,329.98 |
4,063.77 |
11.57 |
152.54 |
| Paid up Share
Capital / Partners Capital/Current Account/Share of Profit |
360.00 |
249.00 |
5.00 |
2,341.34 |
| Reserves and
Surplus |
13,610.45 |
(3,307.53) |
(34.39) |
494.02 |
| Earnings ' per
Equity Share |
1.16 |
(14.90) |
(16.76) |
|
| Dividend ' per
Equity Share |
Nil |
Nil |
Nil |
Nil |
On behalf of the Board of Directors,
A. K. Jatia,
Chairman. DIN: 01104256
Place: Pune Date: 14th May, 2025
Particulars of loans given, guarantees/
investments made during the Financial Year 202425
|
|
|
|
|
|
|
|
For acquisitions |
Number
and kind of
securities |
Natue
of Securities |
Cost
of acquisition, If any (In ' Per Share/Units) |
Selling
price, Per Unit If any (In ' Per Share/ Units) |
4,24,65,000 |
(14,80,42,000) |
12,90,000 |
(84,90,000) |
7,52,00,000 |
(17,65,33,271) |
30,00,000 |
(11,84,94,949) |
Figures in bracket indicates balance as on 31st March, 2025
On behalf of the Board of Directors,
Particulars of Contracts or Arrangements with Related Parties (FORM AOC
2)
[Pursuant to clause (h) of Section 134(3) of the Companies Act, 2013
and Rule 8(2) of the Companies
(Accounts) Rules, 2014.]
1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR
TRANSACTIONS NOT AT ARM'S LENGTH BASIS:
| a) Name(s) of the
related parties and nature of relationships |
Pudumjee Paper Products Limited (PPPL), a related party under Section
2(76)(v). |
| b) Nature of
contracts/ arrangements/ transaction |
To
avail the Common Services (such as telephone, electricity, Computer etc.) at cost basis
from PPPL. |
Leave
and License Agreement for giving portion approximately 29 acres of land located at
Thergaon, Pune 411033 for the purpose of carrying of business. |
Leave
and License Agreement to give portion of office premises at Mezzanine Floor, 60, Jatia
Chambers, Dr. V. B. Gandhi Marg, Mumbai 400 001. |
| c) Duration of the
Contracts/ arrangements/ transactions |
Continuous
arrangement. |
01st
February, 2021 to 31st January, 2026. |
01st
January 2022 to 31st December, 2024 and 01st January, 2025 to 31st
December, 2028 |
| d) Salient terms of
contracts or arrangements or transactions including the value if any |
1)
Monetary value: '16.55 Lakhs (including GST) financial year 202425.
2) Nature, material terms and particulars of arrangement: To avail Common
Services (such as telephone, electricity, computer, etc.) on cost basis. |
1)
Monetary value: ' 148.68 Lakhs (including GST) for Financial Year 202425.
2) Nature, material terms and particulars of arrangement: The licensee
shall bear and pay all the maintenance charges and other outgoings including all rates,
taxes and electricity bills etc. as per terms and conditions of Leave and License
Agreement. |
1)
Monetary value: ' 10.89
Lakhs (including GST) for Financial Year 202425.
2) Nature, material terms and particulars of arrangement: The licensee
shall bear and pay all the maintenance charges and other outgoings including all rates,
taxes and electricity bills etc. as per terms and conditions of Leave and License
Agreement. |
| e) Justification for
entering into such contracts or arrangements or transactions |
To
avail common services from the PPPL in mutual interest, for continuance of the day to day
commercial operations of the Company. |
Pursuant
to Scheme of Arrangement & Reconstruction (Demerger) the Company had taken
abovementioned Land on Leave and License basis for a period of 5 years w.e.f. 01st
February, 2016 which period had expired on 31st January, 2021 and the Company
renewed the same arrangement for a further period of 5 years with revised terms and
conditions |
The
spare space available with the Company is utilized in mutual interest, by the PPPL for
continuance of its day to day commercial operations of the Company |
| f) Date(s) of
approval by the Board |
24th
June, 2020 |
24th
June, 2020 |
29th
October, 2021 and 30th October, 2024. |
| g) Amount paid as
advances if any |
NIL |
NIL |
NIL |
| h) Date on which
the special resolution was passed in general meeting as required under first proviso to
Section 188 |
20th
August, 2020 |
20th
August, 2020 |
N.A. |
| a) Name(s) of the
related parties and nature of relationships |
Fujisan
Technologies Limited (FTJ), a related party under Section 2(76)(v). |
| b) Nature of
contracts/ arrangements/transaction |
Leave
and License Agreement to provide a portion approximately 300 sq. mtrs., located at Ground
Floor of the Jatia Chambers, 60, Dr. V. B. Gandhi Marg, Mumbai 400001 for the purpose of
carrying their business of IT related products. |
| c) Duration of the
Contracts/ arrangements/transactions |
01st
April, 2022 to 31st March, 2025 |
| d) Salient terms of
contracts or arrangements or transactions including the value if any |
1)
Monetary value: ' 5.66 Lakhs (including GST) for Financial Year 202425.
2) Nature, material terms and particulars of arrangement: The licensee
shall bear and pay electricity bills etc. |
| e) Justification for
entering into such contracts or arrangements or transactions |
The
spare space available with the Company is being utilised in mutual interest, by FTJ for
the purpose of carrying their business of IT related products. |
| f) Date(s) of
approval by the Board |
25th
March, 2022 |
| g) Amount paid as
advances if any |
NIL |
| h) Date on which the
resolution was passed in general meeting as required under first proviso to Section 188 |
13th
August, 2022 |
2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENTS
OR TRANSACTIONS AT ARM'S LENGTH BASIS: NOT APPLICABLE
On behalf of the Board of Directors,
A. K. Jatia,
Chairman. DIN: 01104256
Place: Pune Date: 14th May, 2025
Information as per Section 197 of the Companies
Act, 2013 read with the Companies (Appointment & Remuneration) Rules, 2014 and forming
part of the Directors
'
Report for the year ended 31st March, 2025.
Remuneration |
Last employed |
Gross
('.) |
Net
('.) |
Name
of the organisation |
Position
held |
| Mr. S. K. Bansal
(65) |
Whole
Time Director & CFO |
1,53,39,850 |
1,04,52,834 |
B.Com.,
ACA, ACS (41) |
03.10.1984 |
A.F.
Fergusson & Co., |
Asst.
Manager |
Notes:
(1) Gross remuneration as shown above includes salary, bonus, Company's
contribution to Provident fund and Value of medical and other facilities but excludes
provision for gratuity. Net remuneration is arrived at after deduction of Income Tax.
(2) The nature and conditions of employment are non contractual. The
employee is WholeTime Director of the Company during the year.
(3) There is no employee drawing remuneration in excess of the
remuneration drawn by the Wholetime Director and who holds himself or along with his/her
spouse and dependent children not less than two per cent of the equity shares of the
Company.
On behalf of the Board of Directors,
STATEMENT SHOWING THE RATIO OF THE REMUNERATION OF
EACH DIRECTOR TO THE MEDIAN EMPLOYEE
'S REMUNERATION AND SUCH OTHER DETAILS.
NUMBER OF PERMANENT EMPLOYEES OF THE COMPANY : 4
| Sr. No. Name of the
Director, Chief Financial Officer,Chief Executive Officer, Company Secretary |
Designation |
Remuneration
of each Director, Chief Financial Officer,Chief Executive Officer, Company Secretary (in
INR) |
Median
remuneration of the employees (in INR) |
Ratio
for the financial year
between D and E |
percentage
increase in remuneration of each Director, Chief Financial Officer,Chief Executive
Officer, Company Secretary in the financial year |
Percentage
increase in the median remuneration of employees in the financial year |
Average
percentile increase already made in the salaries of employees other than the Managerial
Personnel |
Percentile
increase in the Managerial Remuneration |
|
|
|
|
|
|
|
|
|
| A B |
C |
D |
E |
F |
G |
H |
1 |
J |
| 1 Mr. Surendra
Kumar Bansal |
Whole
Time Director & Chief Financial Officer |
1,53,39,850 |
|
9.83 |
17.66 |
|
|
|
| 2 Mr. Chinmay
Pitre |
Company
Secretary (w.e.f. 30.10.2024) |
3,74,102 |
15,60,017 |
|
" |
0.11 |
12.11 |
17.66 |
| 3 Mr. Shrihari
Waychal |
Company
Secretary (upto 18.07.2024) |
3,61,623 |
|
|
|
|
|
|
Above Remuneration is as per the Remuneration policy adopted by the
Company.
ANNEXURE 8
CRITERIA FOR SELECTION OF CANDIDATES FOR SENIOR
MANAGEMENT AND MEMBERS ON THE BOARD OF DIRECTORS
Introduction:
In accordance with the provisions of Section 178 of the Companies Act,
2013, the Board of Directors of the Company at its meeting held on 01.11.2014,
reconstituted the existing Remuneration Committee by changing its nomenclature as
Nomination and Remuneration Committee of the Board of Directors (Committee) and also
stipulated additional terms of reference in line with the Companies Act, 2013.
The Board has delegated the responsibility to the Committee to
formulate the criteria for identification, selection of the candidates fit for the various
positions in senior management and who are qualified to be appointed as Director on the
Board of Directors of the Company.
The Committee has adopted the following criteria for selection of
candidates eligible to be appointed in the Senior Management of the Company and also
Member on the Board of Directors of the Company.
Criteria for Selection of Directors:
The Committee shall, before making any recommendation to the Board for
appointment of any Director, consider the following;
the candidate should have appropriate experience both in terms of
quality and time in any of the areas viz. banking, infrastructure, financial management,
legal, sales, marketing, administration, research, corporate governance, technical
operations, or such other areas or disciplines which in the opinion of the management and
Committee are relevant for the Company's business;
the candidate should possess the positive attributes such as leadership
skills, decision making skills, integrity, effective communication, hard work, commitment
and such other attributes which in the opinion of the Committee the candidate possess and
are in the interest of the Company;
the candidate should be free from any disqualifications as provided
under Sections 164 and 167 of the Companies Act, 2013;
the candidate should meet the conditions of being independent as
stipulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, in case of appointment of an independent director;
the candidate should possess appropriate skills, experience and
knowledge in one or more fields of finance, law, management, sales, marketing,
administration, research, corporate governance, technical operations, infrastructure, or
such other areas or disciplines which are relevant for the Company's business;
The Committee should also verify that the said person is not debarred
from holding the office of Director pursuant to any SEBI order or any other such
authority.
Criteria for Selection of Senior Management
Personnel:
The term 'Senior Management' shall have the meaning provided under the
explanation to Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended with effect from 1st
April, 2019, as provided herewith
As per Section 178 of the Companies Act, 2013,
The expression ''senior management'' means personnel of the company who
are members of its core management team excluding Board of Directors comprising all
members of management one level below the executive directors, including the functional
heads.
As per SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended with effect from 1st April, 2019
senior management
” shall mean officers/personnel of the listed entity who are members of its core
management team excluding board of directors and normally this shall comprise all members
of man agement one level below the chief executive officer/managing director/whole time
director/manager (including chief executive officer/manager, in case they are not part of
the board) and shall specifically include company secretary and chief financial officer.
The Committee shall, before making any recommendation to the Board, for
appointment, consider the attributes of the candidate set forth below:
The candidate should have appropriate experience both in terms of
quality and time in any of the areas viz. banking, infrastructure, financial management,
legal, sales, marketing, administration, research, corporate governance, technical
operations, or such other areas or disciplines which in the opinion of the management and
Committee are relevant for the Company's business;
The candidate should possess the positive attributes such as leadership
skills, decision making skills, integrity, effective communication, hard work, commitment
and such other attributes which in the opinion of the Committee the candidate possess and
are in the interest of the Company.
If the Committee finds that the candidate meets the above criteria for
appointment as part of Senior Management or as a Director on the Board, as the case may
be, the Committee shall make its recommendation to the Board.
Remuneration Policy:
The Company's remuneration policy is based on the success and
performance of the individual employee and the Company. Through, its compensation policy,
the Company endeavours to attract, retain, develop and motivate a high performance
workforce. The Company follows a compensation mix or fixed pay, variable and fixed
allowances, benefits and bonuses etc.. Individual performance pay is determined by
business performance and the performance of the individuals measured through the annual
appraisal process.
The Company pays remuneration by way of salary (fixed component),
benefits, perquisites and allowances (variable component) to its Managing Directors and
the executive directors. Periodical increases, if any, are decided by the Remuneration
Committee and Board subject to the approval by the members and are effective from April 1
each year. The Remuneration Committee decides on the commission if any payable to
Executive Chairman out of profits for the financial year and within the ceiling prescribed
by the Companies Act based on the performance of the Company as well as that of the
incumbent.
The Company pays sitting fees of ' 10,000 per meeting or as may be
fixed from time to time to its directors for attending the meetings of the Board and '
10,000 / ' 5,000 / ' 1,000 for meetings of the Committee of the Board. The Company also
reimburses the out of pocket expenses incurred by the Directors for attending the
meetings.