| Dear Members,
The Directors present this ANNUAL REPORT and Audited Accounts for the
year ended on 31st March, 2015.
FINANCIAL RESULTS
(Rs. in Lakhs)
Particulars 2014-2015 2013-2014
Total Revenue from Operations 59.61 15.91
Other Income 74.02 58.58
Profit before Finance Cost and Depreciation 66.99 (1.03)
Less: Finance Cost 0 4.32
Profit/(Loss) before Depreciation 66.99 (5.34)
Less: Depreciation 14.73 8.95
Profit/(Loss) before Tax 52.26 (14.31)
Current Tax 18.00 -
Deferred Tax - -
Tax expense for earlier years (26.48) -
Balance of Profit/(Loss) for the year 60.74 (14.31)
OPERATIONS
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
The details of Loans, Guarantees or Investments are provided in the
notes to the Financial Statement. Further, the Company has made
following investment, which was dominated during the year as follows:
Particulars Amount
Investment in Equity Instruments (Quoted) 5,25,000
Less: Provision for diminution in value of Investment 3,50,000
Government Securities - NSC 10,000
Total 1,85,000
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
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
a. The ration of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Name of the Directors Ratio
Mr. Navnitbhai C. Patel (Chairman) 0.83:1
Mr. RushabhNavnitbhai Patel (Managing Director) 2.5:1
Mrs. RiddhiRushabh Patel(Joint Managing Director) 0.42:1
The percentage increase in remuneration of each director, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the
financial year.:
Name of the Directors % Increase
Mr. Navnitbhai C. Patel (Chairman) -75%
Mr. Rushabh Navnitbhai Patel (Managing Director) NIL
Mrs. Riddhi Rushabh Patel (Joint Managing Director) -75%
b. The percentage increase in the median of employees in the financial
year: -4.34%
c. The number of permanent employees on the rolls of the Company: 3
d. The remuneration of the Directors was Rs.27,00,000 in previous year
which is decrees to Rs. 13,50,000 during the review period.
e. Comparison of the remuneration of the key managerial personnel
against the performance of the Company: (Amt in Lacs)
Average remuneration of key managerial Amount
personnel (KMP) in FY-2015 (Per Month)
Mr. Navnitbhai C. Patel (Chairman)* 1,00,000
Mr. RushabhNavnitbhai Patel (Managing Director) 75,000
Mrs. RiddhiRushabh Patel (Joint Managing Director)* 50,000
*Mr. Navnitbhai C. Patel and Mrs. Riddhiben R. Patel received
remuneration from the month April, May and June. Whereas Mr. Rushabh
N. Patel has received Remuneration for the Whole Year under Review.
As compare to the last year Company has earned profit of Rs. 60,74,364
and total remuneration paid during the year to the Directors is Rs.
13,50,000.
f. Variation in the market capitalization of the Company, price
earnings ratio as at the closing date of current financial year and
previous financial year
(Rs in Lacs)
Particulars March 31, 2015 March 31, 2014 % Change
Market capitalization* - - -
Price Earning Ratio 7.92 -0.04 1000%
g. Percentage increase over decrease in the market quotation of the
shares of the Company in comparison to the rate at which the Company
come out with the last Public Offer. :- N.A.
h. Average percentile increase already made in the salaries of the
employee other than the managerial personnel in the last financial year
and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
N.A
i. Average Percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the Managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration::
N.A
j. The Key parameters for any variable component of remuneration
availed by the Directors: Services provided to the company.
k. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year: No Employees are
there who are receiving any amount in excess of remuneration paid to
the director
l. Affirmation that the remuneration is as per the remuneration policy
of the Company.
We affirm that the remuneration paid to the Managerial personnel is as
per the remuneration policy of the Company.
There is no employee covered under section 197(12) of the Companies
Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
CORPORATE SOCIAL RESPONSIBILITY (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 MEETINGS
The Board of Directors met 5 (Five) times during the year. The details
of the meeting are as below:
Sr. Date of meeting Sr. No Date of meeting
No.
1 27.05.2014 4 11.11.2014
2 13.08.2014 5 13.02.2015
3 23.09.2014
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:
Name of the Director Designation
Mr. Ramanbhai H. Patel Chairman
Mrs. Riddhiben R. Patel Member
Mr. Arvindbhai B. Patel Member
The meeting of the Audit committee held on 27.05.2014, 13.08.2014,
11.11.2014 and 13.02.2015 during the year under review.
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.
Place: Ahmedabad
Date : 31.08.2015 Sd/- Sd/-
Mr. Navnitbhai C. Patel Mr. Rushabh N. Patel
Chairman Managing Director
DIN : 00042153 DIN : 00047374 |