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Parth Industries Ltd.

BSE: 526349 Sector: Others
NSE: N.A. ISIN Code: INE218T01010
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OPEN 1.05
PREVIOUS CLOSE 1.00
VOLUME 200
52-Week high 1.05
52-Week low 0.00
P/E 14.29
Mkt Cap.(Rs cr) 0
Buy Price 1.00
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.05
CLOSE 1.00
VOLUME 200
52-Week high 1.05
52-Week low 0.00
P/E 14.29
Mkt Cap.(Rs cr) 0
Buy Price 1.00
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00

Parth Industries Ltd. (PARTHINDUS) - Director Report

Company director report

To

The Members

PARTH INDUSTRIES LIMITED

The Directors' present the Annual report on the business and operations of your Companyfor the year 2014 - 15.

FINANCIAL PERFORMANCE OF THE COMPANY:

The Company has again started to operate in the market and received income of Rs.450699 during the financial year 2014-15. However the Company incurred loss ofRs.1567485 during the current financial year and hope for better in coming years evenin the downward stream scenario of global financial and capital market. Directors havestarted to explore various other opportunities to further improve the working resultsduring the current year

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars Year Ended 31.03.2015 Year Ended 31.03.2014
(Rs.) (Rs.)
Gross Sales/Income 450699 654000
Less: Expenditure 2018485 2851971
Profit/(Loss) before Tax (1567786) (2197971)
Taxes/Deferred Taxes NIL NIL
Profit/(Loss) After Taxes (1567485) (2197971)
P& L Balance b/f (9624995) (7427024)
Profit/ (Loss) carried to Balance Sheet (11192781) (9624995)

NATURE OF BUSINESS

The Company is engaged in the trading of stationery items and consultation services.

There was no change in the nature of the business of the Company during the year underreview.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES

The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here.

TRANSFER TO RESERVES

Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company drew remuneration of Rs. 6000000/- or more perannum / Rs. 500000/- or more per month during the year. Hence no information isrequired to be furnished as required under Rule 5(2) and 5(3) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

DIRECTORS:

a) Changes in Directors and Key Managerial Personnel:

Mr. Minesh N. Seth will retire at the forthcoming Annual General Meeting of the Companyand being eligible offer himself for reappointment.

During the year under review Company has accepted resignation of Mr. DeepakNarayanbhai Patel from the Directorship of the Company on 29/12/2014.

During the year under review Company has accepted resignation of Mr. Mitul NarayanbhaiPatel and Mr. Sanjay Mahendra Vyas from the Directorship of the Company on 30/10/2014.

During the year under review Company has appointed of Mr. Kunal Doshi and RaghvendraGopalrao Kulkarni as a Director of the Company on 30/10/2014.

The Company has appointed Ms. Manorama Jitendra Shah Dave as an additional independentwoman director of the Company pursuant to section 149 of Companies Act 2013 on30/03/2015.

b) Declaration by an Independent Director(s) and reappointment if any

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.

d) Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year eighteen Board Meetings and one Independent Directors' meeting and fourAudit Committee Meetings were convened and held. The details of which are given in theCorporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

DIVIDEND:

In view of losses your Directors do not recommend any dividend during the year.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2015 was Rs. 33500000.

A) Issue of equity shares with differential rights:

During the year under review the Company has not issued any shares withdifferential voting rights.

B) Issue of sweat equity shares

During the year under review the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees. Hence the details under rule 16 (4)of Companies (Share Capital and Debentures) Rules 2014 are not required to be disclosed.

FINANCE

The Company has not borrowed any loan from Bank or Financial Institution.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2015.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

EMPLOYEE RELATIONS

Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.

BUSINESS RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either / or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as "Risks". Further such Risks arecategorized in to Strategic Risks Operating Risks & Regulatory Risks. A detailedexercise is carried out to identify evaluate manage and monitoring all the three typesof risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiaries. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The details of the Whistle Blower Policy is explained inthe Corporate Governance Report and also posted on the website of the Company.

DEPOSITS:

During the year under review the Company has not accepted any deposits to which theprovisions of section 73 to 76 of the Companies Act 2013 read with Acceptance of DepositsRules 1975 as amended are applicable.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

a. that in the preparation of the annual financial statements for the year ended March31 2015 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2015 and of theprofit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that the annual financial statements have been prepared on a going concern basis

e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

The company has not entered into any related party transactions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

APPOINTMENT OF AUDITORS: AUDITORS

A. Statutory Auditors

The Company's Auditors M/s. Suresh R Shah & Associates Chartered Accountants.Chartered Accountant Ahmedabad who retires at the ensuing Annual General Meeting of theCompany are eligible for reappointment. They have confirmed their eligibility underSection 141 of the Companies Act 2013 and the Rules framed there under for reappointmentas Auditors of the Company. As required under Clause 49 of the Listing Agreement theauditors have also confirmed that they hold a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.

B. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed CS Priti Jain Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as "Annexure-A".

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report ofBoard of Directors) Rules 1998 the particulars relating to the conservation of energyTechnology absorption and the foreign exchange earnings and outgo are also Nil as notrading has been done during the year under review.

CORPORATE SOCIAL RESPONSIBILITY:

Every year 5th June is observed as the World Environment Day around theworld and is of immense importance for Parth Industries Limited. Sustainability is acomplex concept incorporating a wide range of social environmental and economic issues.We recognize the holistic nature of a sustainable approach. As such this commitment is asmuch about our business operations as it is about our people the communities where wework our suppliers and partners and the clients we work with.

This is our commitment to manage our activities business processes and supply chainsafely and in ways that minimize adverse environmental and social impacts.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report pursuant to Clause 49 of the Stock ExchangeListing agreement forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on itscompliance as annexed hereto.

EXTRACT OF THE ANNUAL RETURN

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

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy against sexual harassment in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.

During the financial year 2014-15 the company has not received any complaints onsexual harassment and hence no complaints remain pending as of 31 March 2015.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities Bankers Vendors for theircontinued assistance and co-operation. The directors also wish to place on record theconfidence of members in the company.

Date: 23/05/2015 For And On Behalf Of the Company
Place: Ahmedabad
Sd/- Sd/- Sd/-
(Kunal Doshi) (Lovely Doshi) (Raghvendar Kulkarni)
Director Director Director
DIN: 06852748 DIN: 07192669 DIN: 06970323