Your Directors take pleasure in presenting the 5th Annual Report togetherwith the Audited Financial Statements of your Company for the financial year ended March31 2022.
| ||Year ended ||Year ended |
|Particulars ||31/03/2022 ||31/03/2021 |
| ||(Rs. In lacs) ||(Rs. In lacs) |
|Total Revenue ||1353.65 ||1034.71 |
|Finance Cost ||4.54 ||2.92 |
|Depreciation ||6.39 ||7.02 |
|Other Expenses ||32.81 ||14.60 |
|Profit/Loss before exceptional Item ||30.69 ||24.53 |
|Less: Extraordinary Items ||1.89 ||1.98 |
|Less: Deferred Tax Asset (Net) ||(0.43) ||(0.81) |
|Less: Current Tax ||8.25 ||6.68 |
|Profit/Loss during the year ||20.98 ||16.68 |
During the year under review your Company has earned the profit of Rs. 20.98 Lakhs asagainst profit of Rs. 16.68 Lakhs in the previous year.
The company continues its efforts to reduce costs and improve efficiencies enhancevalue-addition to its customer base and maximize capacity utilization.
Your directors do not recommend any dividend for the financial year ended 31.03.2022.
Further no amount of dividend was required to be transferred to IEPF.
TRANSFER TO RESERVE:
Your Company has not transferred anything to reserve during the year under review.
CHANGE IN NATURE OF BUSINESS
During the year there is no material change in the nature of Business of the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this Report.
Overview of the industry and important changes in the industry during the last year
Due to pandemic all the industries have suffered and Diamond Industry was no exceptionto it. The diamond industry suffered during the COVID-19 crisis but it managed to performbetter than the personal luxury market overall.
External environment and economic outlook;
Extant conditions have made difficult to carry on any business. Due to travelrestrictions the demand of diamond jewellery became more localised.
Induction of strategic and financial partners during the year;
The sales of diamonds is expected to boost as the consumers consider diamond jewelleryas a desirable gift and a key element of marriage. Your company is considering to marketDiamond jewellery digitally.
SHARE CAPITAL OF THE COMPANY:
During the year under review the following changes have taken place in the ShareCapital:
(a) Pursuant to the resolutions passed by the Shareholders at 4th AnnualGeneral Meeting held on August 25 2021 the Authorised share capital of increased fromRs. 40000000/- (Rupees Four Crores Only) to Rs. 105000000/- (Rupees Ten Crores FiftyLakhs only) with subsequent alteration in the clause V of the Memorandum of Association ofthe company. (b) The Board of Directors of the Company at their meeting held on October08 2021 has issued and allotted 285000 Equity shares of face value of Rs. 10/- each ata price of Rs. 100/- per Equity Share (including the premium of Rs. 90/- per equity share)on Preferential Basis and conversion of loans to Promoter Group and non-promoter group incompliance with the provisions of the Companies Act 2013 and Chapter V of the Securitiesand Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations2018.
In view of above the paid-up share capital of the Company increased from Rs.30100000/- consisting of 3010000 Equity Shares of Face value of Rs. 10/- each to Rs.32950000/- consisting of 3295000 Equity Shares of Face value of Rs. 10/- each fullypaid up.
(c) Thereafter on receipt of approval of Shareholders and authorities the Board at itsMeeting held on February 7 2022 issued and allotted 6754749 Bonus Shares in the ratioof 205:100 i.e. 205 (Two Hundred and Five) fully paid up new equity shares as bonus forevery 100 (one hundred) fully paid up equity shares of face value of Rs.10 each to theeligible Members whose names appeared in the register of Members / list of beneficialowners as on February 4 2022 being the record date fixed for this purpose
In view of above the paid-up share capital of the Company increased from Rs.32950000/- consisting of 3295000 Equity Shares of Face value of Rs. 10/- each to Rs.100497490/- consisting of 10049749 Equity Shares of Face value of Rs. 10/- eachfully paid up.
Apart from the above there were no changes in the Share Capital during the FinancialYear under review. The Company has neither issued shares with differential rights as tothe dividend voting or otherwise nor issued sweat equity shares. There is no scheme foremployee stock option or provision of money for shares of the Company to the employees orDirectors of the Company.
MIGRATION OF COMPANY FROM SME PLATFORM TO THE MAIN BOARD OF BSE LIMITED :
You Directors are pleased to inform that your Company has successfully migratedfrom
BSE SME Platform to the main board of BSE Limited w.e.f. 4th May 2022.
The equity shares of the company were listed on SME Platform of the BSE Limited sinceJuly 01 2019. Moreover the consent of the members of the company was obtained formigration of equity shares to the exchange and the Company successfully migrated from BSESME Platform to the main board of BSE Limited w.e.f. Wednesday May 04 2022. Annuallisting fees for the Financial Year 2022-23 have been paid to BSE Limited.
NUMBER OF MEETINGS OF THE BOARD
The Company had 7(Seven) Board Meetings during the financial year under review. TheBoard Meetings were held in compliance with the Companies Act 2013. The details of thesame are provided in the Corporate Governance Report.
COMMITTEES OF THE BOARD
The Board has constituted 3 Committees as under:
1) Audit Committee;
2) Nomination and Remuneration Committee; and
3) Stakeholders Relationship Committee.
Details of the Board and its Committees along with their amended charters compositionmeetings held during the year are given under Corporate Governance Report appearing as aseparate section in this Annual Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of March 31 2022 Our Board of Directorsconsists of 4 (four) Directors out of which 1 (One) is Executive Directors 1(One) isNon-Executive Directors and 2 (two) are Independent Directors.
The policy of the Company on directors appointment and remuneration includingthe criteria for determining qualifications positive attributes independence of adirector and other matters as required under sub-section (3) of Section 178 of theCompanies Act 2013 is available on our website at www.parshvaenterprises.co.in. You canaccess it directly via this link too http://www.parshvaenterprises.co.in/policy_coc Thedetails of this Policy is explained in the Corporate Governance Report.
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulation 2015 ("the SEBI Listing Regulations") aseparate report on Corporate Governance along with the Auditor's Certificate on itscompliance is attached as Annexure I to this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements of Section 134 (3) (c) of the Companies Act 2013 yourDirectors states that:
that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
that the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2022 and of the profit /loss of the Company for the year ended on that date;
that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
that the directors had prepared the annual accounts on a going concern basis. thatthe directors have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively and;
that the Directors has laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively;
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder.
The Company has constituted an internal complaint committee under Section 4 of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the financial year 2021-22 the Company has not received any complaints on sexualharassment and no complaints are remaining pending as on March 31 2022.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has not accepted any public deposits and as such no amount of principal orinterest on public deposits was outstanding during the year under review. Further theCompany has received Loan for an amount of Rs.2.11 Cr from Director of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Mr. Prashant Vora retires by rotation and being eligible offers himself forreappointment. A resolution seeking shareholders approval for his re-appointmentforms part of the Notice.
b) The changes in the Directors and KMP during the year under review are as under:
o Ms. Vishwa Bipinbhai Mekhia resigned as Company Secretary & Compliance Officerand Key Managerial Personnel of the Company w.e.f. December 10 2021. o Mr. Bhavin Lakhaniappointed as a Company Secretary & Compliance Officer and Key Managerial Personnel ofthe Company w.e.f February 07 2022. o No Changes in the Board of Directors
Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) ofthe SEBI Listing Regulations. There has been no change in the circumstances affectingtheir status as independent directors of the Company. During the year under review thenon-executive directors of the Company had no pecuniary relationship or transactions withthe Company other than sitting fees commission if any and reimbursement of expensesincurred by them for the purpose of attending meetings of the Board / Committee of theCompany.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations. The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning attendance ofBoard Meetings and Committees etc. The above criteria are broadly based on the GuidanceNote on Board Evaluation issued by the Securities and Exchange Board of India on January5 2017 and provisions of the Companies Act 2013 and SEBI Listing Regulation.
Further the Independent Directors at their meeting held on February 07 2022 reviewedthe performance and role of Non-Independent Directors and the Board as a whole andChairman of the Company. Further the Independent Directors had also assessed the qualityquantity and timeliness of flow of information between the Company management and theBoard that was necessary for the Board to effectively and reasonably perform their duties.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
Familiarization Programme for Independent Directors is designed with an aim to make theIndependent Directors aware about their roles responsibilities and liabilities as per theAct SEBI Listing Regulations and other applicable laws and to get better understandingabout the Company nature of industry in which it operates and environment in which itfunctions business model long term/short term/strategic plans etc. As a part offamiliarization programme the Company makes presentations to the Board Members interalia covering business environment business strategies operations review quarterly andannual results review of Internal Audit Report and action taken statutory compliancerisk management operations of subsidiaries etc.
The details of the training and familiarization program are available on our website athttp://www.parshvaenterprises.co.in/familiarisation_programme
At the Second AGM the Members approved appointment of M/s. Choudhary Choudhary &Co. Chartered Accountants (Membership no. 002910C) as Statutory Auditors of the Companyto hold office for a period of five years from the conclusion of that AGM till theconclusion of the Sixth AGM subject to ratification of their appointment by Members atevery AGM if so required under the Act. The requirement to place the matter relating toappointment of auditors for ratification by Members at every AGM has been done away by theCompanies (Amendment) Act 2017 with effect from May 7 2018. Accordingly no resolutionis being proposed for ratification of appointment of statutory auditors at the ensuing AGMand a note in respect of same has been included in the Notice for this AGM.
The statutory auditors report do not contain any qualifications reservations oradverse remarks or disclaimer. Further the Auditors of the Company have not reported anyfraud as specified under Section 143(12) of the Companies Act 2013.
M/s. Jigar Zaveri & Associates have been appointed as an Internal Auditor of thecompany and they performed the duties of Internal Auditors of the Company for theFinancial Year 2021-22 and their report is reviewed by the Audit Committee on quarterlybasis.
The Company is not required to maintain cost records as per the Companies (Cost Recordsand Audit) Amendments Rules 2014 for the Financial Year 2021-2022.
Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed Mr. Prashant Diwan Practicing Company Secretary asSecretarial Auditor to undertake the secretarial audit of the Company for financial year2021-22.
The Secretarial Audit Report for the financial year ended March 31 2022 in theprescribed Form MR-3 is annexed as Annexure-II to this Report. The report isself-explanatory and does not have any qualifications.
REPORTING OF FRAUDS BY AUDITORS
There are no Fraud reported by Auditors u/s 143(12) of the Companies Act 2013 for theyear ended 31st March 2022.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A] Conservation of Energy: i) The step taken or impacts on conversation of energy Theoperation of your Company is not energy intensive. However adequate measures have beeninitiated for conservation of energy. ii) The steps taken by the Company for utilizingalternative sources of energy though the operations of the Company are not energyintensive the Company shall explore alternative sources of energy as and when necessityarises. iii) The capital investment on energy conservation equipments - NIL
(b) Technology absorption
|(i) the efforts made towards technology absorption ||The Company is aggressively moving towards establishing a paperless corporate environment and strives to utilize the latest technology for achieving this goal. |
|(ii) the benefits derived like product improvement cost reduction product development or import substitution ||The management is regularly involved in implementing newer means of storage towards reduction of waste through use of technology. At present the Company has not incurred any costs for Research and Development. |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- || |
|(a) the details of technology imported || |
|(b) the year of import; || |
|(c) whether the technology been fully absorbed || |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof || |
|(iv) the expenditure incurred on Research and Development || |
B] Foreign Exchange Earnings & Outgo:
|PARTICULARS ||2021-2022 ||2020-2021 |
|Foreign Exchange Earning ||Nil ||Nil |
|Foreign Exchange Outgo ||Nil ||Nil |
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations a brief noteon Management Discussions and Analysis of the results for the year under review is givenin
Annexure III which forms part of the Directors Report
REMUNERATION TO DIRECTORS & KMP AND DISCLOSURES PURSUANT TO THE PARTICULARS OFEMPLOYEES AND RELATED DISCLOSURES
Remuneration to Directors & KMP and the particulars of employees required to befurnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed herewith asAnnexure IV to this Report.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GURANTEES GIVEN AND SECURITIES PROVIDED:
The Company has not given any Loans or Guarantees or Investments made during the yearunder Section 186 of the Companies Act 2013.
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return of the Company as on March 31 2022 isavailable on the Companys website and can be accessed athttp://www.parshvaenterprises.co.in/ar_pdf.php?id=8
Risks are event situation or circumstance which may lead to negative consequences onthe companys businesses. Risk management is a structured approach to manageuncertainty. A formal enterprise-wide approach to Risk Management is being adopted by thecompany and key risks will now managed within unitary framework. As a formal roll-out allbusiness divisions and corporate function will embrace risk management policy andguidelines and make use of these in their decision making. Key business risk and theirmitigation are considered in the annual strategic business plans and in periodicmanagement reviews. The risk management process in our multi-business multi-siteoperations over the period of time will become embedded into the companys businesssystems and process such that our responses to risks remain current and dynamic. Thecompany has been addressing various risks impacting the company and brief view of thecompany on risk management is provided elsewhere in this annual report in ManagementDiscussion and Analysis Report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and theCompanys operations.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Act regarding Corporate Social Responsibility arenot applicable to the Company.
The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees in confirmation with Section 177(9) of the Act andRegulation 22 of Listing Regulations to report concerns about unethical behavior. Thedetails of the policy have been disclosed in the Corporate Governance Report which is apart of this report and is also available onhttp://www.parshvaenterprises.co.in/documents/Whistle_Blower_Policy.pdf
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe Listing Regulations. The Independent Directors have complied with the Code ofIndependent Directors as prescribed in the Schedule IV to the Act.
INTERNAL FINANCIAL CONTROLS:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies safeguardingof its assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures. For more details refer to the Internal control systems and theiradequacy section in the Managements discussion and analysis which forms partof this Annual Report.
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions entered into by the Company during the financial year with relatedparties were on arms length basis & in ordinary course of business and incompliance with the provisions of section 188 of the Companies Act 2013 and the SEBIListing Regulations. The Company has not entered into any material transactions withrelated parties referred to in Section 188(1) of the Companies Act 2013 and in compliancewith the SEBI Listing Regulations. Accordingly the details are not required to be givenunder AOC-2.
Disclosures pursuant to Accounting Standards on related party transactions have beenmade in the note no. 1.11 of Notes to Financial Statements.
The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its relatedparties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and the Listing Regulations. This policy has been uploaded on the website ofthe Company at www.parshvaenterprises.co.in. You can access them directly via thislink toohttp://www.parshvaenterprises.co.in/documents/Materiality_of_Related_Party_Transactions_policy.pdf
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard. Adeclaration duly signed by the Managing Director has been annexed in Corporate Governancereport. The code of conduct of our Company is given on our Websitewww.parshvaenterprises.co.in You can directly access the code of conduct via this link toohttp://www.parshvaenterprises.co.in/documents/CODE-OF-CONDUCT-FOR-BOARD-OF-DIRECTORS-AND-SENIOR-MANAGEMENT.pdf
COMPLIANCE OF SECRETARIAL STANDARDS
During the year under review the Company has complied with the Secretarial Standardsissued by The Institute of Company Secretaries of India and approved by the CentralGovernment as required under Section 118(10) of the Companies Act 2013.
Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Companys employees at all levels.
|For and on behalf of the Board of Directors || |
|Parshva Enterprises Limited || |
|Sd/- ||Sd/- |
|Prashant Vora ||Harsh Vora |
|Managing Director ||Director |
|DIN: 06574912 ||DIN: 07861487 |
|Date: May 10 2022 || |
|Place: Mumbai || |