BOARD'S REPORT TO THE MEMBERS OF PARSHWANATH CORPORATION LIMITED. Your Directors present this ANNUAL REPORT and Audited Accounts for the year ended on 31st March, 2015 A. PERFORMANCE 1. The total Revenue of the Company for the year ended on 31st March, 2015 has been increased from Rs. 74,50,131 Rs. of previous year to Rs. 133,62,704 Rs. in the current year, which is worth appreciating. The Company does not have any project in present time. The company is generating revenue from interest business. 2. The profit of the Company during the previous year was Rs. (-14,31,053). However, during the current year, it mounted to Rs. 60,74,364 which was higher than Previous Year. The proper planning and knowledge of the management in investing the Company's funds at right place and at right time has brought good results. The efficiency of the Directors in this field has proved to be beneficial for the Company. B. CURRENT OUTLOOK The Company is engaged in the business of housing finance, Construction and development of housing projects in India. But currently company does not have any ongoing projects. Company is earning from the interest of previous Investment. The Directors of the Company are expecting future growth which shall be beneficial to the stakeholders of the company. DIVIDEND The Board of Directors of the Company is of the opinion to retain the profits in to the business of the Company for future investment therefore does not recommend any dividend for the financial year 2014-15. TRANSFER TO RESERVE: The Company has decided to transfer Rs. 60,74,364 to reserves of the Company. PUBLIC DEPOSITS The Company has not accepted any deposits from the Public during the year under review. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO 1) Conservation of Energy and Technology Absorption : The year under review, there are no manufacturing activities undertaken by the Company. However, the Company has made necessary endeavor to conserver the non - renewable resources and Energy and has taken utmost care to use the latest technology to conserve the energy. 2) Foreign Exchange Earnings : NIL Foreign Exchange Outgos : NIL CORPORATE SOCIALRESPONSIBILITY (CSR) INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY Considering the present condition of the company the company has formulated the risk management policy. The board is being regularly provided with information which may have potential threat of risk as and when required. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability confirm and state 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 had 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 loss of the company for that period; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors had prepared the annual accounts on a 'going concern' basis; v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. EXTRACT OF THE ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A". DIRECTORS AND KEY MANAGERIAL PERSONNEL 1. Appointment or Resignation/ Cessation of Director and KMP: During the year under review, there are no changes in directorship of the Company. The Company has not appointed key managerial personnel however; company is under consideration to appoint Key managerial personnel as per Section 203 of the Companies Act, 2013. 2. Retirement by Rotation In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mrs. Riddhiben R. Patel retires by rotation and being eligible, seeks re-appointment. DECLARATION BY INDEPENDENT DIRECTORS The Company do have formation of board as per Companies Act, 2013 as well as per Listing Agreement all the independent director attending the meetings of the Company and have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013. There has been no change in the circumstances which may affect their status as independent director during the year. BOARD EVALUATION During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The evaluation framework for assessing the performance of Directors comprises of the following key areas: - Attendance and participation in the Meetings and timely inputs on the minutes of the meetings - Adherence to ethical standards & code of conduct of Company and disclosure of non - independence, as and when it exists and disclosure of interest - Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings - Interpersonal relations with other directors and management - Objective evaluation of Board's performance, rendering independent, unbiased opinion - Understanding of the Company and the external environment in which it operates and contribution to strategic direction - Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard of confidential information The valuation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation. EQUAL OPPORTUNITY EMPLOYER The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. The Company has also framed a Policy on "Prevention of Sexual Harassment" at the workplace. There were no cases reported under the said Policy during the year. REMUNERATION POLICY Pursuant to the provisions of Section 178, Company was required to constitute a Nomination and Remuneration Committee and to adopt the remuneration policy. The Company has formulated remuneration policy. Brief of the same has been provided in the Corporate Governance report. AUDIT COMMITTEE: During the year under review the board has re-constituted the audit committee in accordance with the applicable provision of the companies Act, 2013 and listing agreement. The composition of the committee is as under: STATUTORY AUDITORS Pursuant to provisions of Section 139 of the Companies Act, 2013 and the rules framed there under, appoint M/s. Manubhai & Shah (FRN: 106041W), Chartered Accountants, Ahmedabad were reappointed as statutory auditors of the Company for a period of one year, from the conclusion of this Annual General Meeting till the conclusion of AGM to be held for the financial year 2015-16. COMMENT ON AUDITOR'S REPORT: The report of the Auditor is Self-explanatory and no further comments required for the same. COST AUDIT As per section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Company is in construction business, and the Companies (Cost Records and Audit) Amendment Rules, 2014 (the Rules) are applicable to the Company but company does not fall under the criteria mentioned in the Rules. SECRETARIAL AUDITOR The provisions of Section 204 of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1st April, 2014 by a Company Secretary in Practice. The Board of Directors of the Company has appointed Mrs. Kajal Shukla (Fellow Membership No. 8042, Certificate of Practice No. 8267) of M/S K. A. Shukla & Associates, Practicing Company Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year 2014-15 and her SecretarialAudit Report is appended to this Report in MR - 3 which forms part of the Board's Report. The explanations to the observation given in the Secretarial Audit report are as follows: 1. In respect to the qualification made by the Secretarial Auditor in their report towards the point (i), (ii), (ill), (iv) & (xii) of the Report, we would like to state that, the management is in process of formulating organization structure in order to follow the eligible compliances to the company; 2. Point (v) of the report made by the Secretarial Auditor, being self explanatory, hence no further comments required; 3. In respect of the qualification made in point (vii) of the Secretarial Audit Report, the company is under process to availing suitable candidates; 4. In respect of the qualification made in the point (viii) of the Secretarial Report, the unaudited financial statement are subject to the limited review by the Auditor of the Company, but the limited review report is not being attached along with the unaudited results; 5. In respect of point (vi) of the Secretarial Audit Report, as the 2(two) out of the 4(four) Independent Directors had the continuous leave of absence, since long period, they have de facto ceased to be the director of the Company. In this respect the company is under the process of reconstituting of the Board of Director and its committee members in compliance with the Clause 49(II)(A) and Section 149 of the Companies Act, 2013; 6. In respect of point (ix) of the Secretarial Audit Report, the company is under process of maintenance of proper updated website on its portal; 7. In respect of point (x) of the Secretarial Audit Report, a proceeding was under process with Securities and Exchange Board of India (SEBI) in respect of non - compliance of the Minimum Public Shareholding in respect of Securities Contract (Regulation) Act, 1956; the matter was resolved and was complied by issue bonus shares other than non - promoter group dated 23rd September, 2014, after taking necessary approvals; 8. In respect of point (xi) of the Secretarial Audit Report, a settlement process has been initiated by the SEBI, in respect of Section 23E and Section 23H of the Securities Contract (Regulation) Act, 1956, for the purpose of unauthorized off - loading of promoters shareholding in order to reduce the non - public shareholding. The matter is still under process. INTERNAL AUDITOR: In terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the company has appointed M/s. Trupal J. Patel & Co, Chartered Accountant as the internal auditor of the Company. RELATED PARTY TRANSACTIONS There were no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review so AOC-2 shall not be required. The Disclosure regarding the related party transaction has been provided in notes to the financial statement. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE The Company does not have any Subsidiary, Associate Company or Joint Venture. WHISTLE BLOWER &VIGILMECHANISM The Company has established a "Whistle Blower and Vigil Mechanism Policy" for Directors and employees to report the genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and the revised clause 49 of the Listing Agreements with the stock exchanges. ANNUAL EVALUATION OF BOARD'S PERFORMANCE The information pertaining to Annual Evaluation of Board's performance as required to be stated in terms of section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 have been provided in the Corporate Governance Report forming part of this Annual Report. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS A separate report on corporate Governance and Management and Analysis forms part of Annual report and the certificate from the Company's auditors regarding compliance of conditions of corporate Governance is annexed to the Corporate Governance Report. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been 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 AND MATERIAL ORDERS The Securities and Exchange Board of India Passed an Order on 08.01.2015 with reference to interim order passed on 4th June 2013 regarding non compliance with the minimum Public shareholding The Company is now under settlement procedure with SEBI regarding off loading of shares of promoter's group in public without permission of SEBI. INTERNAL CONTROL SYSTEMS The Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorised, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are also generally placed before the Board. CAUTIONARY STATEMENT Statements in the Boards' Report and the Management Discussion and Analysis describing the Company's objectives, explanations and predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the company's operations include: global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company. APPRECIATION Your Directors place on record their appreciation and gratitude for the excellent support the Company has received from its workers, employees, customers, vendors and shareholders. They also express their sincere thanks to the CDR Cell, the Bankers and various State Governments for the valuable support extended to the Company. On Behalf of the Board of Directors For, Parshwanath Corporation Limited. Sd/- Mr. Navnitbhai C. Patel Chairman DIN : 00042153 Sd/- Mr. Rushabh N. Patel Managing Director DIN : 00047374 Place: Ahmedabad Date : 31.08.2015 |