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Parshwanath Corporation Ltd.

BSE: 511176 Sector: Financials
NSE: N.A. ISIN Code: INE635I01018
BSE LIVE 13:12 | 14 Nov 19.30 0






NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 19.30
52-Week high 24.40
52-Week low 11.60
P/E 71.48
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.20
Sell Qty 820.00
OPEN 19.30
CLOSE 19.30
52-Week high 24.40
52-Week low 11.60
P/E 71.48
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.20
Sell Qty 820.00

Parshwanath Corporation Ltd. (PARSHWANATHCORP) - Director Report

Company director report


The Members of

Parshwanath Corporation Limited.

Your Directors present this ANNUAL REPORT and Audited Accounts for the year ended on 31stMarch 2015.


(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)



1. The total Revenue of the Company for the year ended on 31st March 2015has been increased from Rs. 7450131 Rs. of previous year to Rs. 13362704 Rs. in thecurrent year which is worth appreciating. The Company does not have any project inpresent time. The company is generating revenue from interest business.

2. The profit of the Company during the previous year was Rs. (-1431053). Howeverduring the current year it mounted to Rs. 6074364 which was higher than Previous Year.The proper planning and knowledge of the management in investing the Company’s fundsat right place and at right time has brought good results. The efficiency of the Directorsin this field has proved to be beneficial for the Company.


The Company is engaged in the business of housing finance Construction and developmentof 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 Companyare expecting future growth which shall be beneficial to the stakeholders of the company.


The Board of Directors of the Company is of the opinion to retain the profits in to thebusiness of the Company for future investment therefore does not recommend any dividendfor the financial year 2014-15.


The Company has decided to transfer Rs.6074364 to reserves of the Company.


The Company has not accepted any deposits from the Public during the year under review.


The details of Loans Guarantees or Investments are provided in the notes to theFinancial Statement. Further the Company has made following investment which wasdominated during the year as follows:

Particulars Amount
Investment in Equity Instruments (Quoted) 525000
Less: Provision for diminution in value of Investment 350000
Government Securities – NSC 10000
Total 185000


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 – renewableresources and Energy and has taken utmost care to use the latest technology to conservethe energy.

2) Foreign Exchange Earnings : NIL

Foreign Exchange Outgos : NIL


The information required under section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ration of the remuneration of each director to the median remuneration of theemployees 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 OfficerChief 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.2700000 in previous year which is decreesto Rs. 1350000 during the review period.

e. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

(Amt in Lacs)
Average remuneration of key managerial personnel (KMP) in FY-2015 Amount (Per Month)
Mr. Navnitbhai C. Patel (Chairman)* 100000
Mr. RushabhNavnitbhai Patel (Managing Director) 75000
Mrs. RiddhiRushabh Patel (Joint Managing Director)* 50000

*Mr. Navnitbhai C. Patel and Mrs. Riddhiben R. Patel received remuneration from themonth April May and June. Whereas Mr. Rushabh N. Patel has received Remuneration for theWhole Year under Review.

As compare to the last year Company has earned profit of Rs. 6074364 and totalremuneration paid during the year to the Directors is Rs. 1350000.

f. Variation in the market capitalization of the Company price earnings ratio as atthe 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 theCompany in comparison to the rate at which the Company come out with the last PublicOffer. :- N.A.

h. Average percentile increase already made in the salaries of the employee other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: N.A

i. Average Percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the Managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:: N.A

j. The Key parameters for any variable component of remuneration availed by theDirectors: Services provided to the company.

k. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: No Employees are there who are receiving any amount in excess ofremuneration 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 theremuneration policy of the Company.

There is no employee covered under section 197(12) of the Companies Act 2013 read withRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.


The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.


Considering the present condition of the company the company has formulated the riskmanagement policy. The board is being regularly provided with information which may havepotential threat of risk as and when required.


Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm and state that -

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

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 have 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.


The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".


1. Appointment or Resignation/ Cessation of Director and KMP:

During the year under review there are no changes in directorship of the Company. TheCompany has not appointed key managerial personnel however; company is under considerationto 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 theCompanies Act 2013 Mrs. Riddhiben R. Patel retires by rotation and being eligible seeksre-appointment.


The Company do have formation of board as per Companies Act 2013 as well as perListing Agreement all the independent director attending the meetings of the Company andhave given declaration to the Company stating their independence pursuant to Section149(6) of the Companies Act 2013. There has been no change in the circumstances which mayaffect their status as independent director during the year.


The Board of Directors met 5 (Five) times during the year. The details of the meetingare as below:

Sr. No. Date of meeting Sr. No Date of meeting
1 27.05.2014 4 11.11.2014
2 13.08.2014 5 13.02.2015
3 23.09.2014


During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board.

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

- Attendance and participation in the Meetings and timely inputs on the minutes of themeetings

- 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 ofissues at meetings

- Interpersonal relations with other directors and management

- Objective evaluation of Board’s performance rendering independent unbiasedopinion

- Understanding of the Company and the external environment in which it operates andcontribution to strategic direction

- Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard ofconfidential information

The valuation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.


The Company has always provided a congenial atmosphere for work to all employees thatis free from discrimination and harassment including sexual harassment. It has providedequal opportunities of employment to all without regard to their caste religion colourmarital status and sex. The Company has also framed a Policy on "Prevention of SexualHarassment" at the workplace. There were no cases reported under the said Policyduring the year.


Pursuant to the provisions of Section 178 Company was required to constitute aNomination and Remuneration Committee and to adopt the remuneration policy. The Companyhas formulated remuneration policy. Brief of the same has been provided in the CorporateGovernance report.


During the year under review the board has re-constituted the audit committee inaccordance 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 and13.02.2015 during the year under review.


Pursuant to provisions of Section 139 of the Companies Act 2013 and the rules framedthere under appoint M/s. Manubhai & Shah (FRN: 106041W) Chartered AccountantsAhmedabad were reappointed as statutory auditors of the Company for a period of one yearfrom the conclusion of this Annual General Meeting till the conclusion of AGM to be heldfor the financial year 2015-16.


The report of the Auditor is Self-explanatory and no further comments required for thesame.


As per section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 Company is in construction business and the Companies (CostRecords and Audit) Amendment Rules 2014 (the Rules) are applicable to the Company butcompany does not fall under the criteria mentioned in the Rules.


The provisions of Section 204 of the Companies Act 2013 mandates Secretarial Audit ofthe Company to be done from the financial year commencing on or after 1stApril 2014 by a Company Secretary in Practice. The Board of Directors of the Company hasappointed Mrs. Kajal Shukla (Fellow Membership No. 8042 Certificate of Practice No. 8267)of M/S K. A. Shukla & Associates Practicing Company Secretaries Ahmedabad to conductthe Secretarial Audit of the Company for the financial year 2014-15 and herSecretarialAudit Report is appended to this Report in MR – 3 which forms part of theBoard’s Report.

The explanations to the observation given in the Secretarial Audit report are asfollows:

1. In respect to the qualification made by the Secretarial Auditor in their reporttowards the point (i) (ii) (iii) (iv) & (xii) of the Report we would liketo state that the management is in process of formulating organization structure in orderto follow the eligible compliances to the company;

2. Point (v) of the report made by the Secretarial Auditor being self explanatoryhence no further comments required;

3. In respect of the qualification made in point (vii) of the Secretarial Audit Reportthe company is under process to availing suitable candidates;

4. In respect of the qualification made in the point (viii) of the Secretarial Reportthe unaudited financial statement are subject to the limited review by the Auditor of theCompany but the limited review report is not being attached along with the unauditedresults;

5. In respect of point (vi) of the Secretarial Audit Report as the 2(two) out of the4(four) Independent Directors had the continuous leave of absence since long period theyhave de facto ceased to be the director of the Company. In this respect the company isunder the process of reconstituting of the Board of Director and its committee members incompliance 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 underprocess of maintenance of proper updated website on its portal;

7. In respect of point (x) of the Secretarial Audit Report a proceeding was underprocess 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 sharesother than non

– promoter group dated 23rd September 2014 after taking necessaryapprovals;

8. In respect of point (xi) of the Secretarial Audit Report a settlement process hasbeen initiated by the SEBI in respect of Section 23E and Section 23H of the SecuritiesContract (Regulation) Act 1956 for the purpose of unauthorized off

– loading of promoters shareholding in order to reduce the non – publicshareholding. The matter is still under process.


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 Accountantas the internal auditor of the Company.


There were no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review so AOC-2 shall not berequired. The Disclosure regarding the related party transaction has been provided innotes to the financial statement.


The Company does not have any Subsidiary Associate Company or Joint Venture.


The Company has established a "Whistle Blower and Vigil Mechanism Policy" forDirectors and employees to report the genuine concerns. The provisions of this policy arein line with the provisions of Section 177(9) of the Companies Act 2013 and the revisedclause 49 of the Listing Agreements with the stock exchanges.


The information pertaining to Annual Evaluation of Board’s performance as requiredto 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 GovernanceReport forming part of this Annual Report.


A separate report on corporate Governance and Management and Analysis forms part ofAnnual report and the certificate from the Company’s auditors regarding compliance ofconditions of corporate Governance is annexed to the Corporate Governance Report.


There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.


The Securities and Exchange Board of India Passed an Order on 08.01.2015 with referenceto interim order passed on 4th June 2013 regarding non compliance with theminimum Public shareholding.The Company is now under settlement procedure with SEBIregarding off loading of shares of promoter’s group in public without permission ofSEBI.


The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of business. Detailed procedural manuals are in place to ensurethat all the assets are safeguarded protected against loss and all transactions areauthorised recorded and reported correctly. The internal control systems of the Companyare monitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors. The observations and commentsof the Audit Committee are also generally placed before the Board.


Statements in the Boards’ Report and the Management Discussion and Analysisdescribing the Company’s objectives explanations and predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the company’s operations include: global and domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and their cost changes in government policies and tax laws economicdevelopment of the country and other factors which are material to the businessoperations of the Company.


Your Directors place on record their appreciation and gratitude for the excellentsupport the Company has received from its workers employees customers vendors andshareholders. They also express their sincere thanks to the CDR Cell the Bankers andvarious State Governments for the valuable support extended to the Company.

On Behalf of the Board of Directors
Place: Ahmedabad For Parshwanath Corporation Limited.
Date : 31.08.2015 Sd/- Sd/-
Mr. Navnitbhai C. Patel Mr. Rushabh N. Patel
Chairman Managing Director
DIN : 00042153 DIN : 00047374




[Pursuant to section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

Secretarial Audit Report for the financial year ending on 31st March 2015


The Members

Parshwanath Corporation Limited


I / We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Parshwanath CorporationLimited (hereinafter referred as the "Company"). Secretarial Audit wasconducted in a manner that provided me / us a reasonable basis for evaluating thecorporate conducts / statutory compliances and expressing my / our opinion thereon.

Based on my / our verification of the Parshwanath Corporation Limited bookspapers minute books forms and return filed and other records maintained by the Companyand also the information provided by the Company its Officers agents and authorizedrepresentatives during the conduct of secretarial audit I / We hereby report that in my /our opinion the company has during the audit period covering the financial year ended on31/03/2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board – processes and compliance –mechanism in place to theextent in the manner and subject to the reporting made hereinafter:

I / We have examined the books papers minutes’ books forms and returns filedand other records maintained by Parshwanath Corporation Limited for the financialyear ending on 31/03/2015 according to the provisions of:

i) The Companies Act 2013 (the Act) and the rules made thereunder;

ii) The Securities Contracts (Regulations) Act 1956 (‘SCRA’) and therules made thereunder;

iii) The Depository Act 1996 and the Regulations and Bye – laws framedthereunder;

iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder;

v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):

a. The Securities and Exchange Board of India (Substantial Acquisition of Sharesand Takeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

vi) And other applicable laws like The Employees Provident Funds and Miscellaneousprovisions Act 1952 The Payment of Bonus Act 1965 Professional Tax The Payment ofGratuity Act 1972 The Payment of Wages Act 1947 Equal Remuneration Act 1976 MinimumWages Act 1948 and Direct and Indirect Tax Laws;

I/We have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards issued by the Institute of Company Secretaries of India(ICSI);

b. The Listing Agreements entered into by the Company with Bombay Stock Exchange (BSE).

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. Mentioned above subject to the followingobservations:

i) The Company has not filed the resolution in Form MGT – 14 with the Registrar ofCompany in respect of the Disclosure of Interest made by the Director as required underthe provisions of the Section 179(3) of the Companies Act 2013;

ii) It was found on our inspection that the Company has made intimated to the BSELimited but has not published the notice for convening of the Board Meeting for thepurpose of approving financial statement as required under clause 41 of the ListingAgreement;

iii) Company was not found to be in compliance with Regulation 30 of the SEBI(Substantial Acquisition of Shares & Takeover) Regulation 2011;

iv) As per the provisions of the Clause 35A of the Listing Agreement entered by theCompany the company is required to submit the details of the outcome of the GeneralMeeting within the 48 hours of the conclusion of the General Meeting. However on ourexamination the company was not found to be in compliance with the Clause 35A of theListing Agreement;

v) On our examination of the company we have come to the notice that the company hadreceived a letter from the BSE for the non submission of the Soft Copy of the AnnualReport as per the Clause 32 of the Listing Agreement. However it was found that thecompany has latter on complied with the same;

vi) On our examination of the records of the company we come to know that 2(two) outof 4 Independent directors of the company were attending the meeting and other 2(two) arecontinuous on leave of absence. Hence hence in terms of Clause 49(II)(A) of the ListingAgreement entered into by the Company with BSE Limited and Section 149 of the CompaniesAct 2013 are not complied with;

vii) Pursuant to the provisions of Section 203 of the Companies Act 2013 the Companyneeds to appoint the Key Managerial Personnel in Whole time Employment. However theCompany has not yet appointed the Chief Financial Officer (CFO) and Company Secretary(CS);

viii) The Company has not provided the Limited Review Report along with the unauditedfinancial statement as per the requirement of the Clause 41 of the Listing Agreement;

ix) Company has developed a functional website in compliance with the Clause 54 of theListing Agreement but not uploaded all disclosures policies and listing compliances andother corporate details as required under the Listing Agreement and the Companies Act2013;

x) A proceeding was initiated by the Securities and Exchange Board of India (SEBI)under the Securities Contracts (Regulation) Act 1956 for the non – compliance withthe requirement of minimum public shareholding by the listed companies. The Company hasreceived the final order bearing reference no. WTM/PS/63/CFD/JAN/ 2015 dated January 072015. Pursuant to the said order the company has complied with the Minimum PublicShareholding requirement by allotment of Bonus Shares dated September 23 2014 to the non- promoter group after the availing necessary approvals;

xi) The Company has received notice from the Securities and Exchange Board of India(SEBI) under the Section 23E and 23H of the Securities Contracts (Regulation) Act1956 vide reference no. EFD – DRAII/BR/AY/PCL/ 8718/2015 dated March 24 2015 forthe offloading of shares through unauthorized mode. The matter is still pending for thesettlement with the SEBI.

xii) Company has appointed internal auditor M/s. Trupal J. Patel & Co. CharteredAccountant but Form MGT 14 not filed for the same.

I / We further report that the Board of Directors of the Company is dulyconstituted with proper balance of Executive Directors Non – Executive Directors andIndependent Directors.There is no changes in the composition of the Board of Directorstook place during the period under review.

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 on shorter noticeafter following the necessary compliance of Sec 173 of the Act and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting member’s views arecaptured and recorded as part of the minutes.

I / 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.

I / We further report that during the audit period the company has:

a) Appointed secretarial auditor of the company.

b) Issue of Bonus Shares to the Non – Promoter Shareholder in order to achieveMinimum Public Holding.

Place: Ahmedabad
Date: 26.05.2015
For K. A. Shukla & Associates
Practicing Company Secretaries
CS. Kajal Shukla
FCS: 8042


The Members

Parshwanath Corporation Limited


Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Place: Ahmedabad
Date: 26.05.2015
For K. A. Shukla & Associates
Practicing Company Secretaries
CS. Kajal Shukla
FCS: 8042