Your directors have pleasure in presenting their 31st Report on the businessand operations of the company together with the Audited results for the financial Yearended on 31st March 2017.
|Particulars ||2016-2017 ||2015-2016 |
|Total Revenue from Operation ||2436142 ||2777379 |
|Other Income ||6080806 ||6219783 |
|Total Expenses ||7317174 ||6562842 |
|Profit before Exceptional and Extraordinary Items and Tax ||1199774 ||2434320 |
|Profit/(Loss) before Tax ||1624237 ||2864201 |
|Current Tax ||320000 ||550000 |
|Deferred Tax ||- ||- |
|Adjustment of Income Tax of Earlier Years ||41600 ||614291 |
|Balance of Profit/(Loss) for the year ||1262636 ||2928492 |
INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards applicable to certainclasses of companies. Ind AS has been replaced the existing Indian GAAP prescribed underSection 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules2014. For our Company Indian AS applicable from April 1 2017. So there is no effect forthis year Audit Report and Accounting treatments.
REVIEW OF OPERATION:
The Company has earned total revenue of Rs.8516948 which is quit lower than theprevious year revenue and incurred expense of Rs. 7317174 which is higher than theprevious year expenses. Currently company does not have any project and major part of theearning of the company is from the interest income.
Your company is engaged in the business of housing finance construction anddevelopment of housing projects in India. During the year under review the company washighly depended on the interest income. The Directors of the company are working hard toearn more profit and tremendous growth in future.
Your company is working and earning profit by investing owned funds and has notborrowed money form the market so as to continue working as per the present strategy yourDirectors are in opinion to retain accumulated profit as well as profit earning during theyear to meet future projects and uncertainty of the market.
During the period under review the company has not transferred any sum to the reservefunds of the Company except for the Profit earned during the year has been transferred tothe Surpluses Head of the Reserves & Surpluses.
During the year under review the company has neither issued nor bought back shares.The Capital of the company remains same as under.
|Authorized Share Capital ||Rs.100000000 divided into10000000 shares of Rs. 10 each |
|Issued Share Capital ||Rs. 31318370 divided into 3131837 shares of Rs. 10 each |
|Paid Up share Capital ||Rs. 31318370 divided into 3131837 shares of Rs. 10 each |
The Capital of the Company consist only Equity shares.
The Company has not invited or accepted deposit from the public neither does have anyunpaid or unclaimed deposits along with interest during the year. Further the company hasnot made any default in repayment of deposits or payment of interest thereon as nodeposits have been invited or accepted by the Company during the year. Furthermore thereare no such deposits which are not in compliance with the requirements of Chapter V of theAct.
LISTING AT STOCK EXCHANGE:
The Equity shares of your company are listed on BSE (Bombay Stock Exchange). TheListing fees for the Year 2017-2018 have been paid to the Stock Exchanges.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/ OUTGO:
1. Conservation of Energy and technology Absorption:
During the year under review there are no manufacturing activities undertaken by thecompany. 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
PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS:
The Details of loan guarantees or investment are providedin the notes to the financialStatement. Further the company has made following investments during the year compare tothe last year.
|Particulars ||2016-2017 ||2015-2016 |
|Investment in Equity Shares (Quoted) ||525000 ||525000 |
|Less: Provision for diminution in value of investment ||350000 ||350000 |
|Government Securities- NSC ||- ||- |
|Total ||175000 ||175000 |
PARTICULARS OF EMPLOYEES:
Pursuant to the Sub - Rule (2) of the Rule 5 of the Companies (Appointment &Remuneration or Managerial Personnel) Rules 2014 and Amendment rules 2016 read withSection 197 of the Act no employees was in receipt of the remuneration in aggregate toRs. One crore Two Lakhs per annum or Rs. Eight Lakh Fifty Thousand per month or at a ratein excess of that drawn by the Managing Director / Whole - time director of Manager andholds himself or along with his spouse & dependent children no less than two percentof the equity shares of the Company. Further the information required pursuant to Section197 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company will be provided uponrequest. In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company up to the date of the ensuingAnnual General Meeting. If any Member is interested in obtaining a copy thereof suchMember may write to the Company Secretary in this regard. As per the provisions of Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the details of the ratio of theremuneration of each director to the median employee's remuneration are described in the"Annexure - I" to this report. Further in pursuance to the Rule 5(2) of theCompanies (Appointment and Remunerations of Managerial Personnel) Rules 2014 the detailsof the employees employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the Managing Director or Whole TimeDirectors or Manager and holds by himself or along with his spouse and dependent childrennot less than two per cent of the equity shares of the company is not being feasible forthe company as the company currently pays sitting fees to the director of the company.
EQUAL OPPORTUNITY TO EMPLOYEES:
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 colormarital 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.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your company is not falling under the criteria mention as per Section 135 (1) of theCompanies Act 2013 and the companies (Corporate Social Responsibilities) Rules 2014.Hence the company has not developed and implemented any corporate Social Responsibilitiesinitiatives.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis Report as per the Regulation 34 of the SEBIListing Obligation (Disclosure & Requirements) Regulations 2015 is part of the AnnualReport as "Annexure-VI".
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
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.
CORPORATE GOVERNANCE REPORT:
As per the criteria mention in the regulation 15 of SEBI Listing Obligation (Disclosure& Requirements) Regulations 2015 company is not falling under the same. Hencecompany has not submitted corporate governance report with the stock exchange for theperiod under review. However necessary details regarding Corporate Governance is mentionedin the Annual report whenever it is necessary and Separate Corporate Governance report isannexed herewith as "Annexure-V"
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY: Consideringthe present condition of the company the company has formulated the risk managementpolicy. The board is being regularly provided with information which may have potentialthreat of risk as and when required.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Particulars of contracts or arrangements with related Parties referred to in Section188(1) of the Companies 2013 in the prescribed form AOC-2 is appended as"Annexure-M" of the Board's report.
EXTRACT OF ANNUAL RETURN:
The Extract of Annual Return in Form MGT-9 as provided under Section 92 (3) of theCompanies Act 2013 is annexed herewith as "Annexure -III"
DETAILS OF SUBSIDIARIES COMPANY/ASSOCIATE COMPANIES/ JOINT VENTURE:
The Company does not have any Subsidiary Associates Company or Joint Venture.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Chairman of the Board
Mr. Navnitbhai C. Patel is the executive chairman of the Board.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 6(six) times during the financial year. The meeting details are providedin the Corporate Governance Report that forms part of this Annual Report. themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013.
Committees of the Board
Mr. Ramanbhai H. Patel Mrs. Riddhiben R. Patel and Mr. Navinbhai S. Patel compose theAudit Committee members. The members of the Audit Committee has meet 4 (Four) timesduring the year. The detailed composition and other details of the Audit Committee havebeen provided in the Corporate Governance Report which being annexed to this report.
Nomination and remuneration committee:
Mr. Ramanbhai H. Patel Mr. Navinbhai S. Patel and Mr. H.K. Yadav compose theNomination & Remuneration Committee members. The members of the Nomination &Remuneration Committee have met 1 (One) during the year. The detailed information has beenprovided in the Corporate Governance Report which being annexed to this report.
Stakeholders relationship committee:
Mr. Navinbhai S. Patel Mr. Ramanbhai H. Patel and Mr. H.K. Yadav compose theStakeholders Relationship Committee members. The members of the Stakeholders RelationshipCommittee have met 4(four) times during the year. The detailed information has beenprovided in the Corporate Governance Report which being annexed to this report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
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.
DECLARATION OF INDEPENDENT DIRECTORS:
The Company do have formation of board as per Companies Act 2013 as well as per SEBIListing Obligations (Disclosures & Requirements) Regulations 2015 all the independentdirector attending the meetings of the Company except one
Independent director and have given declaration to the Company stating theirindependence pursuant to Section 149(6) of the Companies Act 2013. There has been nochange in the circumstances which may affect their status as independent director duringthe year.
POLICY ON DIRECTOS' APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the board and separate its functions of governance andmanagement. The policy of the Company on directors' appointment and remunerationincluding the criteria for determining qualifications positive attributes independenceof a director and other matters as required under sub-section (3) of Section 178 of theCompanies Act 2013 is available at registered office for review. There has been no changein the policy since last fiscal. We affirm that the remuneration paid to the directors isas per the terms laid out in the Nomination and Remuneration Policy of the Company.
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 unbiased opinion
- 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.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE:
The information pertaining to Annual Evaluation of Board's performance as required tobe stated in terms of section 134(3)(p) of the Companies Act 2013 read with Rule 8(4) ofthe Companies (Accounts) Rules 2014 have been provided in the Corporate Governance Reportforming part of this Annual Report.
WHISTLE BLOWER POLICY & VIGIL MECHANISM:
The Company has established a "Whistle Blower and Vigil Mechanism Policy" forDirectors and employees to report the genuine concerns as per the provisions of Section177 (9) of the Companies Act 2013. However the Section is not applicable to the Companybut the company has formed the policy as a part of good governance.
DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT
With the advent of the new Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the listed entities arerequired to make disclosure in the Annual Report about the details of share in DematSuspence Account / Unclaimed Suspense Account. The details of the same is mentioned below:
|Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year ||NIL |
|Number of shareholders who approached listed entity for transfer of shares from suspense account during the year ||NIL |
|Number of shareholders to whom shares were transferred from suspense account during the year ||Nil |
|Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year ||Nil |
|The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares ||Not Applicable |
INTERNAL CONTROL SYSTEMS:
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 areauthorized 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.
AUDIT REPORTS AND AUDITORS:
In pursuance to the provisions of Section 138 of the Companies Act 2013 your Companyhas appointed M/s. Trupal J. Patel & Co. Chartered Accountant as the Internal Auditorof the Company.
M/s. Manubhai & Shah LLP Chartered Accountants were appointed as auditors at 28th29th and 30th Annual General Meeting of the company for one year i.e for the financialyear 2014-2015 2015-20162016 2017 respectively. Further as per second proviso toSection 139(2) of the Companies Act 2013 ('the Act') a transition period of three yearsfrom the commencement of the Act is provided to appoint a new auditor when the existingauditor's firm has completed two terms of five consecutive years. Accordingly as per thesaid requirements of the Act M/s. J.H.Mehta & Co. Chartered Accountants are givenconsent for proposed appointment as auditors for a period of 1 years commencing from theconclusion of 31st Annual General Meeting till the conclusion next ensuring Annual GeneralMeeting. The report of the Auditor is Self-explanatory and no further comments requiredfor the same.
Mrs. Kajal Ankit Shukla Practicing Company Secretaries Proprietor of M/s. K. A Shukla& Associates has been appoint for the purpose of conducting Secretarial Audit of theCompany. The Secretarial Audit Report is appended to this report as "AnnexureIV".
Explanation to the observations given in the Secretarial Audit report:
1. In respect to the observation made by the secretarial Auditor in the report withregards to point (i) the company is under process of reconstituting of the board ofdirectors.
2. In respect to the observation made by the secretarial Auditor in the report withregards to point (ii) the company is under process of maintenance of proper updatedwebsite on its portal.
3. In respect to the observation made by the secretarial Auditor in the report withregards to point (iii) the company is under process to dematerialize all shares of thepromoter group.
4. In respect to the observation made by the secretarial Auditor in the report withregards to point (iv) the company will take necessary steps for re appointment on prioritybasis.
COST AUDIT REPORT:
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.
SIGNIFICANT AND MATERIAL ORDERS:
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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT:
In pursuance to the Section 134(3)(ca) of the Companies Act 2013 ("theAct") there has been no reported frauds being detected by the Auditor of the Companyin accordance with the Section 143(12) of the Act.
BRIEF DESCRIPTION OF SHAREHOLDING OF THE COMPANY:
a) Distribution schedule as on 31/03/2017
|Category ||Number of Shareholders ||% (percentage) ||No. of Shares Held ||% (Percentage) |
|Upto - 500 ||2277 ||93.01 ||383812 ||12.25 |
|501 - 1000 ||109 ||4.45 ||75613 ||2.41 |
|1001 - 2000 ||30 ||1.22 ||44192 ||1.41 |
|2001 - 3000 ||5 ||0.204 ||13499 ||0.43 |
|5001-10000 ||7 ||0.285 ||42820 ||1.36 |
|10000 and above ||20 ||0.817 ||2571901 ||82.12 |
|TOTAL ||2448 ||100 ||3131837 ||100 |
b) SHARE HOLDING PATTERN AS ON 31/03/2017
|Category ||No. of shares ||% of equity |
|Promoter Group ||2339029 ||74.69 |
|Others ||792808 ||25.31 |
Statements in the Boards' Report and the Management Discussion and Analysis describingthe Company's objectives explanations and predictions may be forward looking within themeaning of applicable securities laws and regulations. Actual results may differmaterially from those expressed in the statement. Important factors that could influencethe company's operations include: global and domestic demand and supply conditionsaffecting selling prices new capacity additions availability of critical materials andtheir cost changes in government policies and tax laws economic development of thecountry and other factors which are material to the business operations 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.
| ||For Parshwanath Corporation Limited |
|Date: 29/05/2017 || || |
|Place: Ahmedabad || || |
| ||SD/- ||SD/- |
| ||Mr. Navnitbhai C. Patel ||Mr. Rushabhbhai N. Patel |
| ||Chairman ||Managing Director |
| ||DIN:00042153 ||DIN:00047374 |