Parab Infra Ltd.
|BSE: 513359||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE713M01023|
|BSE LIVE 15:09 | 30 Mar||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 513359||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE713M01023|
|BSE LIVE 15:09 | 30 Mar||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
The Members of Parab Infra Limited
Your Directors have pleasure in presenting the Annual Report of the Companyalong with the Audited Statement of Accounts for the year ended 31st March2016.
1. FINANCIAL RESULTS:
2. PERFORMANCE & RESULTS:
During the year under review the Company has made a profit after tax of Rs.4267843/-against the profit earned in the previous year of Rs.5959254/-.Detailedperformance of the Company is set out under Management and Discussion Analysis as attachedto this Report.
3. CHANGES IN THE NATURE OF BUSINESS IF ANY:
There have been no material changes in the nature of business during the period underreview.
4. STATE OF COMPANY AFFAIRS:
The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.
After considering the financial results for the financial year 2015-16 your Directorsare of the opinion that it is prudent that no dividend be declared for the year underreview so that the profits earned in the financial year can be ploughed back and utilizedtowards various growth and other expansion plans.
6. FIXED DEPOSITS:
The Company has not accepted any fixed deposits from the public falling within theambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits)Rules 2014 and as such no amount of principal or interest was outstanding as on theBalance sheet date.
7. SHARE CAPITAL:
There is no change in the share capital of the Company during the year 2015-16. Therewas no public issue rights issue bonus issue or preferential issue etc. during the year.The Company has not issued any shares with differential voting rights sweat equity sharesnor has it granted any stock options.
Ms. Khushboo Parkar(DIN: 07360451) was appointed as an Additional Director in theCompany pursuant to the provisions of section 161 of the Companies Act 2013 and otherapplicable provisions if any of the Companies Act 2013 by the Board of Directors attheir meeting held on 26th May 2016.
In terms of section 149 of the Companies Act 2013 Ms. Khushboo Parkar being eligibleand offered herself for appointment is proposed to be appointed as an IndependentDirector under section 149 of the Companies Act 2013 to hold office for a term ofconsecutive 5 years.
In the opinion of Board she fulfills the condition specified in the Companies Act2013 and rules made thereunder for appointment as an Independent Director of the Company.
The proposal regarding the appointment of Ms. Khushboo Parkar as an IndependentDirector is placed for your approval by way of Ordinary Resolution and brief profile ofher as required under SEBI Listing Regulations 2015 forms part of the notice conveningthe 27th Annual General Meeting.
Mr.Kalu Kamble and Mr. Amrit Gandhi being longest in the term retire by rotation andbeing eligible have offered themselves as Directors of the Company liable to retire byrotation. Your Directors propose their re-appointment.
Further Mr. Kalu Kamble has been re-designated as the Whole Time Director in thecapacity of Chief Financial Officer of the Company w.e.f. 12th August 2016based on the recommendation of the nomination and remuneration committee of the Company intheir meeting held on 12th August 2016 for the period of three years at aremuneration of RS 12000/- p.m. The Board is hopeful that vast experience of Mr. KaluKamble will benefit the Company to achieve higher results and overall growth of theCompany will help company immensely.
9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
During the year 2015-16 there were no changes in the composition of Board of Directorsand there was appointment of Company Secretary Ms. Vyakhya Nemani in the capacity of KeyManagerial Personnel of the Company.
However Board of Directors at their meeting held on 26th May 2016 approvedthe following matters: i. Appointment of Ms. Khushboo Parkar as an Additional Director ofthe Company. ii. Resignation of Ms. Rohini Sehgal as an Independent Director of theCompany. iii. Resignation of Ms. Vyakhya Nemani from the designation of Company Secretaryand Compliance officer.
Further Board of Directors at their meeting held on 12th August 2016approved the following matters: i. Appointment of Ms. Jinal Doshi as a Company Secretaryand Compliance officer of the Company. ii. Re-designated Mr. Kalu Kamble as an Whole TimeDirector in the capacity of Chief Financial Officer iii. Resignation of Mr. RichieFredicson as an Independent Director of the Company.
10. REMUNERATION TO KEY MANAGERIAL PERSONNEL:
The Company has paid remuneration to Key Managerial Personnel during the year underreview within the limits as specified in the Companies Act 2013 details of which formspart of the Corporate Governance Report.
11. REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:
Information regarding Directors Remuneration Policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder section 178(3) are provided in the Corporate Governance Report.
Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company is available on the website of the Company:www.parabinfraltd.com
12. DECLARATION BY AN INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
13. FAMILIARIZATION PROGRAMME:
Every new Independent Director of the Company attends a Familiarization Programme. Thedetails of programme for familiarization of Independent Directors with the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Companywww.parabinfraltd.com
The following policies of the Company are attached herewith marked as Annexure IAand Annexure IB: a)Policy for selection of Directors and determining Directorsindependence; and b) Nomination &Remuneration Policy for Directors Key ManagerialPersonnel and other employees.
14. BOARD DIVERSITY:
The Company recognizes and embraces the benefits of having a diverse Board to enhancethe quality of its performance. The Board Diversity Policy aims to set out the approach toachieve diversity on the board of directors of the Company. The Board Diversity policy isavailable on the Companys website at www.parabinfraltd.com
15. MEETINGS OF BOARD AND COMMITTEES:
Board of Directors:
During the financial year 2015-16 the Board met 4 times during the financial year.
The details of Board Meetings and its committees along with their composition are givenin the Corporate Governance Report that forms part of this Annual Report. The gap betweenany two meetings has been less than 120 days as prescribed by the Companies Act 2013.
16. PERFORMANCE EVALUATION OF BOARD COMMITTEES & DIRECTORS:
Annual performance evaluation of Board its committees (namely Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee) and all theDirectors individually has been done in accordance with the Performance EvaluationFramework adopted by the Nomination and Remuneration Committee of the Company.
The Performance Evaluation Framework sets out the performance parameters as well as theprocess for performance evaluation to be followed. Performance evaluation forms werecirculated to all the Directors to record their evaluation of the Board its Committeesand Non-executive Directors of the Company.
The Board of Directors reviewed the performance of Independent Directors and Committeesof the Board. Nomination and Remuneration Committee also reviewed performance of theCompany and every Director.
17. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
(i) in the preparation of the annual financial statements for the year ended March 312016 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;.
(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;.
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 thecompany and that such internal financial controls are adequate and were operatingeffectively; and
(vi) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the rules madethereunder M/s D J N S & Associates Chartered Accountants were appointed bythe members at the 26th annual general meeting to hold office until theconclusion of the annual general meeting in the calendar year 2018 subject to ratificationby members at each annual general meeting.
Accordingly members are requested to ratify the appointment of M/s D J N S &Associates Chartered Accountants as statutory auditors of the Company for the year2016-17 and to fix their remuneration.
19. EXTRACT OF ANNUAL RETURN:
I accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as an Annexure II to theBoards Report.
20. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s Divya Momaya Designated Partner of M/s SVVS & Associates CompanySecretaries LLP to undertake the Secretarial Audit of the Company for the Financial Year2015-16. The Secretarial Audit Report (e-form MR-3) is annexed herewith as an Annexure-III.
21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):
During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.
22. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditors Certificate on Corporate Governance is enclosed as Annexure IV tothe Boards Report. The Auditors Certificate for the year 2016 does not containany qualification reservation or adverse remark.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013forms part of the notes to the financial statements provided in this Annual Report.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
There were no Related Party Transactions (RPTs) entered into by the Company during thefinancial year which attracted the provisions of section 188 of the Companies Act 2013.There being no material related party transactions as defined under regulation23 of SEBI Listing Regulations 2015 there are no details to be disclosed in Form AOC-2in that regard.
The Policy on RPTs as approved by the Board is uploaded on the Companys websitewww.parabinfraltd.com
There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
26. AMOUNT TRANSFER TO RESERVES:
During the year under review the Company has not transferred any amount to Reserves.
27. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company during the year under review.
28. SUBSIDIARIES AND ASSOCIATE COMPANIES:
The Company has no subsidiaries and associate companies as on 31st March2016.
29. MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis is set out in thisAnnual Report.
30. CORPORATE GOVERNANCE:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Corporate Governance is not applicable to company but a separate chapter titledCorporate Governance has been included in this Annual Report along with thereports on General Shareholder Information as a good corporate governance practice.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2015-16. A declaration to this effect signed by the ManagingDirector (CEO) of the Company forms part of this Annual Report.
The Managing Director (CEO) and CFO have certified to the Board with regard to thefinancial statements and other matters as required under regulation 17(8) of the SEBIListing Regulations 2015.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION & FOREIGN EXCHANGE:
The particulars relating to conservation of energy technology absorption and foreignexchange earnings and outgo required to be furnished pursuant to Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are asunder:
Part A and B of the Rules pertaining to conservation of energy and technologyabsorption are not applicable to the Company.
The Company has neither earned nor spent any foreign exchange during the year underreview.
32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has proper and adequate system of internal control to ensure that all theassets are safeguarded and protected against loss from unauthorized use or disposition andthat transaction are authorized recorded and reported correctly. The Company haseffective system in place for achieving efficiency in operations optimum and effectiveutilization of resources monitoring thereof and compliance with applicable laws.
33. CORPORATE SOCIAL RESPONSIBILITY:
During the year under review the Company does not meet any of the criteria as set outin Section 135 of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014. Hence the question of furnishing the details of Corporate SocialResponsibility does not arise.
34. RISK MANAGEMENT POLICY:
During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in (a) Overseeing and approvingthe Companys enterprise wide risk management framework; and (b) Overseeing that allthe risks that the organization faces such as strategic financial credit marketliquidity security property IT legal regulatory reputational and other risks havebeen identified and assessed and there is an adequate risk management infrastructure inplace capable of addressing those risks.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company has introducedseveral improvements to Enterprise Risk Management Internal Controls Management andAssurance Frameworks and processes to drive a common integrated view of risks optimalrisk mitigation responses and efficient management of internal control and assuranceactivities.
35. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted the vigil mechanism (Whistle Blower Policy) for Directors andemployees of the Company to report genuine concerns about unethical behaviour actual orsuspected fraud or violation of the Companys code of conduct and ethics. There hasbeen no change to vigil mechanism (Whistle Blower Policy) adopted by the Company duringthe year 2016.
Major scope safeguards and procedure for disclosure for vigil mechanism is availableon the website of the Company: www.parabinfraltd.com
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS IF ANY:
During the year under review there were no significant material orders passed by theRegulators / Courts which would impact the going concern status of your Company and itsfuture operations.
37. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
During the year under review there were no other material events and commitmentsaffecting financial position of the Company occurring after Balance sheet date.
38. STATUTORY DISCLOSURES:
A copy of audited financial statements of the said companies will be made available tothe members of the Company seeking such information at any point of time. The auditedfinancial statements of the said companies will be kept for inspection by any members ofthe Company at its registered office during business hours.
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are placed on the Companys website:www.parabinfraltd.com as an annexureto the Boards Report. A physical copy of the same will be made available to anyshareholder on request.
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 which forms part of the Boards Report will be made availableto any shareholder on request as per the provisions of section 136(1) of the said Act.
The Cash Flow Statement for the year 2015-16 is attached to the Balance Sheet.
39. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 tothe BSE where the shares of the Company are listed.
Bombay Stock Exchange Limited (BSE) vide its notice no 20160328-15 dated 28thMarch 2016 in continuation with notice no 20160304 dated 4th March 2016 suspendedthe trading in Equity shares of the Company as a Surveillance Measure with effect fromThursday 31st March 2016. However efforts are being made by your Board ofDirectors to get such suspension revoked by BSE and the shares of the Company are tradedagain at BSE Limited.
40. SEXUAL HARRASMENT:
During the year under review there were no cases filed or reported pursuant to thesexual harassment of women at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Company and its Directors wish to sincerely thanks all the customers financialinstitutions creditors etc. for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company and also sincerely thank the shareholders for theconfidence reposed by them in the Company and from the continued support and co-operationextended by them.
ANNEXURE IA TO BOARDS REPORT
TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS
1. Period of Appointment: 5 (Five) Years
Subject to members approval at the Annual General Meeting of the Company theterm of appointment of Independent Directors of the Company is for a period of 5consecutive from the date of their being appointed or designated as such on the Board ofthe Company.
Independent Directors will be eligible to be re-appointed for a further period of 5consecutive years after the completion of their tenure of first 5 years subject toshareholders approval by way of Special Resolution.
The re-appointment of Independent Director shall be on the basis of report ofperformance evaluation.
2. Role and functions:
The Independent Directors shall:
a) help in bringing an independent judgment to bear on the Boards deliberationsespecially on issues of strategy performance risk management resources keyappointments and standards of conduct;
b) bring an objective view in the evaluation of the performance of board andmanagement;
c) scrutinize the performance of management in meeting agreed goals and objectives andmonitor the reporting of performance;
d) satisfy themselves on the integrity of financial information and that financialcontrols and the systems of risk management are robust and defensible;
e) safeguard the interests of all stakeholders particularly the minority shareholders;
f) balance the conflicting interest of the stakeholders;
g) determine appropriate levels of remuneration of executive directors key managerialpersonnel and senior management and have a prime role in appointing and where necessaryrecommend removal of executive directors key managerial personnel and senior management;
h) Moderate and arbitrate in the interest of the company as a whole in situations ofconflict between management and shareholders interest.
3. Independent Directors shall be taking sufficient care to perform duties specified inthe Code for Independent Directors under Schedule IV of the Companies Act 2013 and SEBIListing Regulations 2015 (including any modification or re-enactment of the same) thatcome with such an appointment along-with accompanying liabilities. (Copy of Schedule IVmay be obtained from the Company).
4. Independent Directors shall abide by the Code of Conduct as laid down by the Companyor any amendment thereof and the Code of Business Ethics as may be formulated by the Boardthat the Company expects its directors and employees to follow.
5. Independent Directors shall follow the professional conduct as an IndependentDirector of the Company as indicated below:
a) Uphold ethical standards of integrity and probity;
b) act objectively and constructively while exercising his duties;
c) Exercise his / her responsibility in a bona fide manner in the interest of theCompany;
d) devote sufficient time and attention to his professional obligations for informedand balanced decision making
e) Refrain from any action that would lead to loss of independence;
f) where circumstances arise which make an independent director lose his independence
g) the independent director must immediately inform the Board accordingly
h) Assist the company in implementing the best corporate governance practices.
6. Independent Directors shall be paid fees for participating in the Boardmeeting/Committee Meeting or for any other purpose whatsoever as may be decided by theBoard from time to time.
7. Independent Directors shall be entitled to profit related commission as may bedecided by the Board from time to time in accordance with approval given by the members ofthe Company.
8. Other qualifications: An independent director shall possess appropriateskills experience and knowledge in one or more fields of finance law management salesmarketing administration research corporate governance technical operations or otherdisciplines related to the companys business.
9. Independent Directors shall give annual declaration as required under the provisionof Section 149(7) of the Companies Act 2013 and the rules made thereunder.
10. Independent Directors shall not serve as an Independent Director in more than 7listed Companies or such increased or decreased limit as may be specified in future underSEBI Listing Regulations 2015. However if Independent Directors are serving as a wholetime director in any listed company they shall not serve as Independent Directors in morethan 3 listed companies.
11. Independent Directors shall not disclose the information acquired during his / herperiod of appointment as an Independent Director which are confidential to the Company andshould not be disclosed either during his / her period of appointment or followingtermination (by whatever means) to third parties except as permitted by law and with priorapproval of the Company.
The Board may prescribe any further duties and responsibilities including as per theprovisions of the applicable regulations.
ANNEXURE IB TO DIRECTORS REPORT
Remuneration Policy for Directors Key Managerial Personnel and other employees
In pursuance of the Companys policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel (KMP) andemployees of the Company and in terms of the provisions of the Companies Act 2013 andSEBI Listing Regulations 2015 as amended from time to time this policy on nominationand remuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Committee and approved by the Board of Directors.
The objective and purpose of this policy are:
To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
To determine remuneration based on the Companys size and financialposition and trends and practices on remuneration prevailing in peer companies in thehotel industry.
To carry out evaluation of the performance of Directors as well as KeyManagerial and Senior Management Personnel. ? To provide them reward linked directly totheir effort performance dedication and achievement relating to the Companysoperations.
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage. In the context of theaforesaid criteria the following policy has been formulated by the Nomination andRemuneration Committee and adopted by the Board of Directors at its meeting held on August12 2016.
This policy shall be effective from August 12 2016
Constitution of the Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of following members:
Ms. Rohini Sehgal ceased to be member and Chairperson of the Committee w.e.f.26.05.2016 i.e. the date of her resignation and Ms. Khushboo Parkar has been appointed asnew Member of the Committee
The Board has the power to reconstitute the Committee consistent with theCompanys policy and applicable statutory requirement.
Board means Board of Directors of the Company.
Directors means Directors of the Company.
Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the board.
Company means Parab Infra Limited.
Independent Director means a director referred to in Section 149 (6) of theCompanies Act 2013. ? Key Managerial Personnel (KMP) means-
(i) Executive Chairman and / or Managing Director (ii) Whole-time Director (iii) ChiefFinancial Officer (iv) Company Secretary
(v) Such other officer as may be prescribed under the applicable statutory provisions /regulations.
Senior Management means personnel of the Company occupying the position of ChiefExecutive Officer (CEO) of any unit / division or Vice President of any unit / division ofthe Company. Unless the context otherwise requires words and expressions used in thispolicy and not defined herein but defined in the Companies Act 2013 as may be amendedfrom time to time shall have the meaning respectively assigned to them therein.
The Policy is applicable to the following:
Directors (Executive and Non Executive)
Key Managerial Personnel (KMP)
Senior Management Personnel
This Policy is divided in three parts:
Part A covers the matters to be dealt with and recommended by the Committeeto the Board Part B covers the appointment and nomination and Part C covers remuneration and perquisites etc.
The key features of this Companys policy shall be included in theBoards Report.
MATTERS TO BE DEALT WITH PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION ANDREMUNERATION COMMITTEE:
The Committee shall:
Formulate the criteria for determining qualifications positive attributes andindependence of a director.
Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management position in accordance with the criterialaid down in this policy.
Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.
POLICY FORAPPOINTMENTAND REMOVALOF DIRECTOR KMPAND SENIOR MANAGEMENT
Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Whole timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice such motion indicating the justification for extension of appointment beyondseventy years.
Term / Tenure:
1. Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.
2. Independent Director:
An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms butsuchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. However if a person who hasalready served as an Independent Director for 5 years or more in the Company as on 1stOctober 2014 or such other date as may be determined by the Committee as per regulatoryrequirement he / she shall be eligible for appointment for one more term of 5 years only.
At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Companies Act 2013 and the prevailing policy of the Company. The Boardwill have the discretion to retain the Director KMP Senior Management Personnel in thesame position / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company
POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENTPERSONNEL:
1. The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
2. Increments to the existing remuneration / compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theshareholders in the case of Whole-time Director. Increments will be effective from 1stOctober in respect of a Whole-time Director and 1st April in respect of other employees ofthe Company.
3. Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.
Remuneration to Whole-time / Executive / Managing Director KMP and Senior ManagementPersonnel:
1. Fixed pay:
The Whole-time Director / KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee
2. Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Companies Act 2013 and if it is not able to comply withsuch provisions with the previous approval of the Central Government.
3. Provisions for excess remuneration:
If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Companies Act2013 or without the prior sanction of the Central Government where required he / sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the Central Government.
Remuneration to Non- Executive / Independent Director:
1. Remuneration / Commission:
The remuneration / commission shall be fixed as per the slabs and conditions mentionedin the Articles of Association of the Company and the Companies Act 2013 and the rulesmade thereunder.
2. Sitting Fees:
The Non-Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall not exceed as prescribed under the Companies Act 2013 read with relevant rules orsuch amount as may be prescribed by the Central Government from time to time.
Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Companies Act 2013.
4. Stock Options :
An Independent Director shall not be entitled to any stock option of the Company.
Approval of the Remuneration Policy:
This Remuneration Policy shall apply to all future employment agreements with membersof Company's Senior Management including Key Managerial Person and Board of Directors. TheRemuneration Policy is binding for the Board of Directors including its provisions onstock options. In other respects the Remuneration Policy shall be of guidance for theBoard. Any departure from the policy shall be recorded and reasoned in the Board'sminutes.
ANNEXURE II TO BOARDS REPORT
ANNEXURE III TO BOARDS REPORT
FORM NO. MR-3 Annexure to Boards Report Secretarial Audit Report
For the period April 1 2015 to March 31 2016
[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
The Board of Directors
PARAB INFRA LIMITED
M-101 1st Floor Shweta Park Co-op Hsg. Soc Road No. 2 Daulat NagarBorivali (East) Mumbai 400066.
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by PARAB INFRA LIMITED(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon. Based on our verification of the books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the Companyhas during the audit period ended on March 31 2016 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter:
1 . We have examined the books papers minute books forms and returns filed andother records maintained by PARABINFRA LIMITED ("The Company") for the periodended on March 31 2016 according to the provisions of: I. The Companies Act 2013 (theAct) and the Rules made thereunder; II. The Securities Contracts (Regulation) Act 1956(SCRA) and the Rules made thereunder; III. The Depositories Act 1996 and theRegulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;(Not Applicable to the Company during Audit Period).
V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act) to the extent applicableto the Company:
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 ;( Not
Applicable to the Company during Audit Period).
d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 ;( Not Applicable to the
Company during Audit Period) and f. The Securities and Exchange Board of India(Buyback of Securities) Regulations 1998 (Not Applicable to the
Company during Audit Period);
g. the Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited; and
h. The Memorandum and Articles of Association.
We have also examined compliance with the applicable clauses of the following:
i) Secretarial Standards issued by The Institute of Company Secretaries of India.
ii) The Listing Agreements entered into by the Company with the BSE Limited and newlisting Agreement executed during the year pursuant to the provisions of ListingObligation and Disclosure Requirements) Regulations with effect from 1stDecember 2015.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Listing
Agreements etc. and partially complied with Secretarial Standards mentioned above.
2. We further report that the Company has in our opinion complied with the provisionsof Companies Act 2013 and the Rules made under that Act as notified by Ministry ofCorporate Affairs and the Memorandum and Articles of Association of the Company withregard to:
a) Maintenance of various statutory registers and documents and making necessaryentries therein;
b) Closure of the Register of Members.
c) Forms returns documents and resolutions required to be filed with the Registrar ofCompanies and the Central Government except MGT-10 and with additional fees in someinstances.
d) Service of documents by the Company on its Members Auditors and the Registrar ofCompanies;
e) Notice of Board meetings and Committee meetings of Directors;
f) The meetings of Directors and Committees of Directors including passing ofresolutions by circulation.
g) The 26thAnnual General Meeting was held on 29th September2015.
h) Minutes of proceedings of General Meetings and of the Board and its Committeemeetings;
i) Approvals of the Members the Board of Directors the Committees of Directors andthe government authorities wherever required;
j) Constitution of the Board of Directors /Committee(s) of Directors appointmentretirement and reappointment of Directors including the Managing Director and Whole-timeDirectors.
k) Payment of remuneration to Directors including the Managing Director and Whole-timeDirectors.
l) Appointment and remuneration of Auditors;
m) Transfers and transmissions of the Companys shares and issue and dispatch ofduplicate certificates of shares;
n) Declaration and payment of dividends; (Not Applicable to the Company during AuditPeriod).
o) Transfer of certain amounts as required under the Act to the Investor Education andProtection Fund and uploading of details of unpaid and unclaimed dividends on the websitesof the Company and the Ministry of Corporate Affairs; (Not Applicable to the Companyduring Audit Period).
p) Borrowings and registration modification and satisfaction of charges whereverapplicable; (Not Applicable to the Company during Audit Period).
q) Investment of the Companys funds including investments and loans to others;
r) Form of balance sheet as prescribed under Part I form of statement of profit andloss as prescribed under Part II and General Instructions for preparation of the same asprescribed in Schedule VI to the Act;
s) Boards report;
t) Contracts common seal registered office and publication of name of the Company;and
u) Generally all other applicable provisions of the Act and the Rules made under theAct.
3. We further report that:
a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors Woman Director and Independent Directors.
b) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
c) Majority decision is carried through while there were no instances of capturing& recording the dissenting members views as part of the minutes.
d) The Company has obtained all necessary approvals under the various provisions of theAct; and
e) There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Act SEBI
Act SCRA Depositories Act Listing Agreement and Rules Regulations and Guidelinesframed under these Acts against / on the Company its Directors and Officers. Howeverthe trading remained suspended on BSE as a Surveillance Measure with effect from 31stMarch 2016.
f) The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel;
g) The Company has complied with the provisions of the Securities Contracts(Regulation) Act 1956 and the Rules made under that Act with regard to maintenance ofminimum public shareholding.
4. We further report that
a) The Company has complied with the provisions of the Depositories Act 1996 and theBye-laws framed thereunder by the Depositories with regard to dematerialization /rematerialisation of securities and reconciliation of records of dematerialized securitieswith all securities issued by the Company.
b) The Company has complied with the provisions of the FEMA 1999 and the Rules andRegulations made under that Act to the extent applicable. (Not Applicable to theCompany during Audit Period).
5. We further report that:
a) The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited and with Listing Obligation and Disclosure Requirements)Regulations with effect from 1st December 2015.
b) The Company has complied with the provisions of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 including theprovisions with regard to disclosures and maintenance of records required under the saidRegulations;
c) The Company has complied with the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 1992 including the provisions withregard to disclosures and maintenance of records required under the said Regulations;
6. We further report that no audit has been conducted on compliance with financeand taxation laws as the same are subject to audit by Statutory Auditor and InternalAuditor to the Company and their observations if any shall hold for the purpose of theAudit Report.
7. We further report that based on the information received and records maintainedthere are adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with other applicable lawsrules regulations and guidelines as detailed in Annexure I.
8. We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines except the compliance with TheBombay Shops and Establishments Act 1948.
We further report that during the audit period there were no instances of:
1. Public/Right/Preferential Issue of Shares/Debentures/Sweat Equity etc
2. Redemption/Buy Back of Securities.
4. Foreign technical Collaborations