The Members of Parab Infra Limited
The Directors of your Company are pleased to present the 28th Annual Reporttogether with the Audited Financial Statements for the financial year ended on 31stMarch 2017.
1. FINANCIAL RESULTS:
The following table shows the operational results of the Company for the year 2016-17as compared to that of the previous year:
| || ||(Amount in Rs) |
|Particulars ||31-03-2017 ||31-03-2016 |
|Total Income ||14650147 ||17387589 |
|Total Expenses ||7179019 ||11211260 |
|Profit before Tax ||7471128 ||6176329 |
|Less: Provision for Tax || || |
|Current Tax ||2267500 ||1908486 |
|Deferred Tax ||- ||- |
|Profit after Tax ||5203628 ||4267843 |
2. PERFORMANCE & RESULTS:
During the year under review the Company has made a profit after tax of Rs.5203628/- against the profit earned in the previous year of Rs.4267843/-. Detailedperformance of the Company is set out under Management's and Discussion Analysis Report asattached to this Report.
3. CHANGES IN THE NATURE OF BUSINESS IF ANY:
During the year under review there were no changes in the nature of business of theCompany.
After considering the financial results for the financial year 2016-17 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 utilizedfor growth and other expansion plans.
5. 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.
6. SHARE CAPITAL:
There is no change in the share capital of the Company during the year 2016-17. Therewas no public issue rights issue bonus issue or preferential issue during the year underreview. The Company has not issued any shares with differential voting rights sweatequity shares nor has it granted any stock options.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Chairman of the Board:
Mr. Kalu Kamble is a Chairman (Executive Director) of the Board.
The following appointments were made till the date of the report:
Ms. Khushboo Parkar who was appointed as an Additional Director on 26thMay 2016 was regularized as an Independent Director with effect from 21stSeptember 2016. ? Mr. Paresh Rathod was appointed as an Independent Director on Boardwith effect from 8th February 2017 pursuant to postal ballot results of whichwere declared on 8th February 2017. ? Mr. Narendra Dogra was appointed as anAdditional Director on 31st August 2017 in the capacity of Managing Directorsubject to shareholder's approval.
Ms. Neha Botadra is appointed as Compliance officer of the Company with effectfrom 31st August 2017.
As per the provisions of the Companies Act 2013 Mr. Kalu Kamble retires byrotation at the ensuing AGM and being eligible seeks re-appointment. The Board recommendshis re-appointment.
Mr. Kalu Kamble whole Time Director was re-designated as Chief FinancialOfficer with effect from 12th August 2016.
Ms. Rohini Sehgal ceased to be an Independent Director and Ms. Vyakhya Nemaniceased to be Company Secretary of the Company with effect from 26th May 2016.? Mr. Richie Fredicson resigned from the post of Independent Director with effect from 12thAugust 2016 ? Mr. Jitendra Gandhi ceased to be a Whole Time Director with effect from 12thNovember 2016. ? Ms. Jinal Doshi who was appointed as a Company Secretary on 12thAugust 2016 resigned with effect from 30th May 2017. The casual vacancycreated by her resignation was filed by Mrs. Neha Botadra with effect from 12th August2017. ? Mr. Amrit Gandhi ceased to be the Managing Director and compliance officer witheffect from 31st August 2017.
8. CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS KEYMANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL:
The Nomination and Remuneration Committee has laid down a well defined criteria forselection of candidates for appointment as Directors Key Managerial Personnel and SeniorManagement Personnel in the nomination and Remuneration policy recommended by them andapproved by the Board of Directors which is attached to the Board's Report as an AnnexureA and is available on your Company's website: www.parabinfraltd.com.
9. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has paid remuneration to Directors and Key Managerial Personnel during theyear under review within the limits as specified in the Companies Act 2013 details ofwhich forms part of the Corporate Governance Report.
10. BOARD DIVERSITY:
The Company recognizes and embraces the importance of having a diverse Board in itssuccess. We believe that a truly diverse board will leverage differences in thoughtperspective knowledge skill regional and industrial experience cultural andgeographical background age ethnicity race and gender which will help us to retain ourcompetitive advantage. The Board has adopted the Board Diversity Policy and is availableon your Company's website: www.parabinfraltd.com.
11. MEETINGS OF BOARD AND COMMITTEES:
Board of Directors:
The Board of Directors of your Company met 5 times during the financial year 2016-17.The details of the meetings and the attendance of the Directors are provided in theCorporate Governance Report. The maximum time gap between any two consecutive meetings didnot exceed 120 days.
Your Company has in place various Committees in compliance with the provisions of theCompanies Act 2013 and SEBI Listing Regulations 2015 viz. Audit Committee Nominationand Remuneration Committee Stakeholders Relationship Committee. The Board has voluntarilyconstituted the Risk Management Committee.
All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference/role of the Committees are taken by the Board of Directors inthe best interest of all stakeholders. Details of the role and composition of thesecommittees including the number of meetings held during the financial year and attendanceat meetings are provided in the Corporate Governance Report.
12. PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of Section 134(3)(p) 149(8) and Schedule IV of theCompanies Act 2013 and Regulation 17 of the SEBI Listing Regulations 2015 Annualperformance evaluation of the Directors as well as the Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee of the Board has been carriedout.
The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance Evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors of the Company.
13. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms:
(i) in the preparation of the annual financial statements for the year ended 31st March2017 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 the 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.
14. INDEPENDENT DIRECTORS MEETING:
During the year under review the Independent Directors of the Company met on 29thMarch 2017 inter-alia to a) evaluate the performance of Non-Independent Directors andthe Board of Directors of the Company as a whole b) evaluate the performance of theChairman of the Company taking into views of Executive and Non-Executive Directors
15. COMPLIANCE ON CRITERIA OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS:
All Independent Directors of the Company have given declarations to the Company underSection 149(7) of the Act that they meet the criteria of independence as provided inSection 149(6) of the Act and also under the Regulation 25 of SEBI Listing Regulations2015.
16. FAMILIARIZATION PROGRAMME:
The details of programme for familiarization of Independent Directors of your Companyare available on your Company's website: www.parabinfraltd.com.
M/s D J N S & Associates Chartered Accountants submitted his resignation letterdated 19th August 2017 as a Statutory Auditor of the Company and Boardaccepted his resignation with immediate effect.
Pursuant to the provisions of section 139 142 and all other applicable provisions ifany of the Companies Act it is proposed to appoint M/s. Masrani & Co CharteredAccountants as a Statutory Auditor of the Company for a period of 5 consecutive years fromthe conclusion of this Annual General Meeting to fill the casual vacancy caused byresignation of M/s D J N S & Associates. Accordingly members are requested to appointM/s. Masrani & Co Chartered Accountants as a statutory auditor for a period of 5consecutive years and to fix their remuneration.
The Auditor's Certificate given by M/s D J N S & Associates for the year 2016-2017does not contain any qualification reservation or adverse remark.
18. DETAILS IN RESPECT OF FRAUDS REPORTED BY STATUTORY AUDITORS UNDER SECTION 143(12):
During the year under review there were no frauds reported by the Statutory Auditor tothe Audit Committee or the Board under section 143(12) of the Companies Act 2013.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Particulars of Loans Guarantees and Investments made during the year as required underthe provisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements entered by the Company during the financial year with related parties underSection 188(1) of the Companies Act 2013 were in the ordinary course of business and onan arm's length basis.
During the year the Company had not entered into any contracts or arrangements withrelated parties which could be considered material' (i.e. transactions exceeding 10%of the annual consolidated turnover as per the last audited financial statements enteredinto individually or taken together with previous transactions during the financial year)according to the policy of the Company on materiality of Related Party Transactions.Accordingly there are no transactions that are required to be reported in form AOC-2.
Your Company's Policy on Related Party Transactions as adopted by your Board can beaccessed on your Company's website: www.parabinfraltd.com.
21. PARTICULARS OF EMPLOYEES:
The statement of particulars of employees under Section 197(12) read with Rule 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided with during the financial year under review as no employee of the Companyincluding Managing Director was in receipt of remuneration in excess of the limits set outin the said rules.
22. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92 and 134(3)(a) of the Companies Act 2013 anextract of the annual return is annexed hereto as an Annexure B and forms part of thisreport.
23. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI Listing Regulations 2015 is presented in aseparate section forming part of the Annual Report.
24. SECRETARIAL AUDITOR:
Secretarial Audit for the year 2016-17 was conducted by M/s Divya Momaya DesignatedPartner of M/s SVVS & Associates Company Secretaries LLP in accordance with theprovisions of Section 204 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The Secretarial Audit Report isattached to this report as an Annexure C wherein the following observations has been madeby the Secretarial Auditor.
1. Company has received show cause notice dated 15th March 2017 and othernotices dated 28th March 2016 and 4th March 2016 issued by BSELimited for trading suspended on BSE as a Surveillance Measure with effect from 31st March2016.
2. The Company delayed by Seventeen days in submission of Annual Disclosure underRegulation 30(1) and 30(2) of Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations 2011.
3. The Company did not comply with The Bombay Shops and Establishments Act 1948.
1. Company has replied to various notices issued and Management is taking all itsefforts to get the suspension of trading of securities revoked by complying withinstructions of BSE.
2. Delay was inadvertent on the part of the Company. Further Management ensured tocomply with all the provisions of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and Companies Act 2013 ontime.
3. Company is in process to comply with The Bombay Shops and Establishments Act 1948.
25. AMOUNT TRANSFER TO RESERVES:
During the year under review the Company has not transferred any amount to Reserves.
26. 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.
27. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:
As on 31st March 2017 the Company has no subsidiaries associates andJoint venture Companies.
28. CORPORATE GOVERNANCE:
Pursuant to SEBI Listing Regulations 2015 Corporate Governance is not applicable tothe Company but a separate chapter titled Corporate Governance' has been included inthis Annual Report along with the reports on General Shareholder Information as a goodcorporate governance practice.
The requisite certificate from the Auditors of the Company confirming compliance withthe conditions of Corporate Governance along with a declaration signed by the ManagingDirector stating that the members of the Board and Senior Management personnel haveaffirmed compliance with the Code of Conduct of the Board of Directors for the year2016-17 is attached to the report on Corporate Governance.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORBTION AND 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.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has in place adequate internal financial control commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient conduct of its business the safeguarding of itsassets the prevention and detection of fraud and errors the accuracy and completeness ofthe accounting records and the timely preparation of reliable financial information. TheCompany has adopted accounting policies which are in line with the Accounting Standardsand the Companies Act 2013.
31. CORPORATE SOCIAL RESPONSIBILITY:
The present financial position of the Company does not mandate the implementation ofCSR activities pursuant to the provisions of Section 135 and Schedule VII of the CompaniesAct 2013. The Company will constitute CSR Committee develop CSR policy and implement theCSR initiatives whenever it is applicable to the Company.
32. RISK MANAGEMENT POLICY:
The Company has established a well documented and robust risk management frameworkunder the provisions of the Companies Act 2013. The Company has voluntarily constituted aRisk Management Committee in place to review and monitor the implementation of the RiskManagement Policy of the Company.
Under this framework risks are identified across all business processes of the Companyon a continuous basis. Once identified the risks are managed systematically. These risksare further broken into various sub-categories of risks such as operational financialscontractual and proper documentation is maintained.
33. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has set up vigil Mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns unethical behaviour andirregularities if any in the Company noticed by them which could adversely affectcompany's operations to the Audit Committee Chairman. The Vigil Mechanism Policy has beenuploaded on your Company's website. The same is reviewed by the Audit Committee from timeto time. No concerns and irregularities have been reported till date.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS IF ANY:
There were no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of your Company and its future operations during the yearunder review.
35. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
During the year under review there were no material events and commitments affectingthe financial position of the Company occurring after Balance sheet date.
36. STATUTORY DISCLOSURES:
A copy of the Audited financial statements of the said companies will be made availableto the 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.
The Cash Flow Statement for the year 2016-17 is attached to the Balance Sheet.
37. LISTING AND DEMATERIALISATION:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 toBSE Limited.
BSE vide its notice no 20160328-15 dated 28th March 2016 in continuationwith notice no 20160304 dated 4th March 2016 suspended the trading in Equityshares of the Company as a Surveillance Measure with effect from Thursday 31stMarch 2016. However efforts are being made by your Board of Directors to get suchsuspension revoked at the earliest by BSE Limited and that the shares of your Company aretraded again at BSE Limited.
Shareholders are requested to convert their holdings to dematerialized form to deriveits benefits by availing the demat facility provided by NSDL and CDSL.
38. INTERNAL AUDIT
The Board of Directors has appointed M/s. Deepali Parsekar as an Internal Auditor ofyour Company for the financial year 2016 2017.
39. STAKEHOLDERS RELATIONSHIP:
Stakeholders' relations have been cordial during the year. As a part of complianceyour Company has Stakeholders Relationship Committee to consider and resolve thegrievances of security holders of your Company. There were no investors grievances pendingas on 31st March 2017. A confirmation to this effect has been received fromyour Company's Registrar and Share Transfer Agent.
40. ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
41. SEXUAL HARRASMENT:
Your Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on Sexual Harassment in line with the provisions of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules madethereunder. The said policy can be accessed on your Company's website:www.parabinfraltd.com.
Yours Directors take this opportunity to express their sincere appreciation for theexcellent support and co-operation extended by the shareholders customers suppliersbankers and other business associates. Your Directors gratefully acknowledge the ongoingco-operation and support provided by the Central Government State Government and allother Regulatory Authorities. Your Directors also place on record their deep sense ofappreciation to all employees for their dedicated services rendered at various levels.
By order of the Board of Directors For Parab Infra Limited
Kalu Kamble Chairman
DIN: 01834130 Place: Mumbai