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Parsoli Corporation Ltd.

BSE: 530071 Sector: Financials
NSE: N.A. ISIN Code: INE905D01016
BSE 05:30 | 01 Jan Parsoli Corporation Ltd
NSE 05:30 | 01 Jan Parsoli Corporation Ltd

Parsoli Corporation Ltd. (PARSOLICORPN) - Director Report

Company director report

To

The Members

Your Directors present the 30thAnnual Report together with the AuditedFinancial Statements and Auditors' report thereon for the year ended 31stMarch 2020.

FINANCIAL RESULTS:

The operating results of the Company for the year ended on 31st March 2020are briefly indicated below:

Particulars Year Year
2019-20 2018-19
Profit/loss before Depreciation and Taxation (141.62) (105.94)
Depreciation 0.07 0.04
Profit/loss before Taxation (141.69) (105.98)
Provision for taxation - For Current Tax 0 0
Provision for taxation - For Deferred Tax 0 0
Profit/Loss after Taxation (141.69) (105.98)

Update on COVID-19:

The novel Corona virus [COVID-19] pandemic is spreading around the globe rapidly. Thevirus has taken its toll not just on human life but business and financial markets to theextent of which is currently indeterminate. In view of the lockdown across the country dueto the outbreak of COVID - 19 pandemic operations of the Company's are also affected. TheCompany has been critically evaluating various financial parameters affecting theoperations of the Company. However it would be difficult to ascertain the actual impactin monetary terms due to COVID- 19 pandemic. The management has taken proper measures forreducing the impact of COVID-19.

PERFORMANCE OF THE COMPANY:

Presently the Company is not carrying any commercial activity. However the Company iskeen to start the commercial operations and is striving hard to carry full fledge businessactivity. This would help the Company to generate the profitsin near future.

DIVIDEND AND TRANSFER TO RESERVES:

On account of loss the Directors do not recommend any payment of dividend for theFinancial Year under review. The Company has not transferred any amount to reserves duringthe year under review.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY:

No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate i.e. 31stMarch 2020 and the date of the Board's Report.

SECRETARIAL STANDARDS:

The Board of Directors of the company have complied with applicable SecretarialStandards issued by The Institute of Company Secretaries of India.

DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits] Rules 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment / Re-Appointment:

Pursuant to the provisions of Section 152 and other applicable provisions if any ofthe Companies Act 2013 Mr. Umar Uves Sareshwala (DIN - 03282236] Director of theCompany is liable to retire by rotation at the forthcoming Annual General Meeting and hebeing eligible offers himself for reappointment. Your Directors recommends hisre-appointment.

After closure of the year under review:

- Ms. Sadaf Fareed (DIN: 08139218] resigned as a Director with effect from 4thJune2020 on account of pre-occupation. The Board places appreciation for the services renderedby Ms. Sadaf Fareed (DIN: 08139218] during her tenure with the Company.

- Ms. Amber Zaidi (DIN: 06495209] was appointed as an Additional Director (IndependentCategory] of the Company w.e.f. July 2 2020. She holds office up to the date of ensuingAnnual General Meeting. Necessary resolution has been proposed for her appointment as aDirector of the Company for approval of members of the Company.

II. Key Managerial Personnel:

The following have been designated as the Key Managerial Personnel of the Companypursuant to Section 203 of the Act read with the Companies (Appointment and Remunerationof Managerial Personnel] Rules 2014:

1. Mr. Habib Zafar Sareshwala- Managing Director

2. Mr. Mohammed Alibhai Kothawala- Chief Financial Officer

3. Mr. Maheshkumar Amritlal Patel- Company Secretary& Compliance Officer

EXTRACT OF THE ANNUAL RETURN:

Extract of the Annual Return as on 31st March 2020 in the prescribed formMGT - 9 pursuant to provisions of Section 92(3] of the Companies Act 2013 and theCompanies (Management and Administration] Rules 2014 is annexed to this report asAnnexure I.

CORPORATE GOVERNANCE REPORT:

In terms of SEBI (Listing Obligations and Disclosure Requirements] Regulations 2015 aReport on "Corporate Governance" is attached as an Annexure II and forms part ofthis report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5] of the Companies Act 2013 with respect tothe Directors' responsibility Statement the Directors Confirms that:

i. In the preparation of the annual financial statement the applicable accountingstandards had been followed and that no material departures have been made for the same;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down Internal Financial Controls to be followed by the Company andthat such Internal Financial Controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

NUMBER OF BOARD MEETINGS:

During the year the Board of Directors duly met Six (6] times. The details of the BoardMeetings are provided in the Corporate Governance Report which is annexed to the Report.

DECLARA TION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 134 of the Companies Act 2013 with respect tothe declaration given by the Independent Director of the Company under Section 149 (6] ofthe Companies Act 2013 the Board hereby confirms that all the Independent Directors havegiven declarations and further confirms that they meet the criteria of Independence as perthe provisions of Section 149 (6] of the Companies Act 2013.

PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and Rules framed thereunder readwith the SEBI (Listing Obligations and Disclosure Requirements] Regulations 2015 formalannual evaluation is to be made by the Board of its own performance and that of itsCommittees and Individual Directors. The Board after taking into consideration thecriteria of evaluation laid down by the Nomination and Remuneration Committee in itspolicy such as Board Composition level of involvement performance of duties attendanceetc. had evaluated its own performance the performance of its committees and IndependentDirectors (excluding the Director being evaluated].

The performance evaluation of the Non-Independent Director was carried out by theIndependent Directors at their separate meeting. The Directors expressed theirsatisfaction with the evaluation process.

POLICY ON DIRECTORS APPOINTMENT AND POLICY ON REMUNERATION:

Pursuant to the requirements of Section 134 and 178 of the Companies Act 2013 thepolicy on appointment of Board Members and policy on remuneration of the Directors KMPsand other employees are attached as Annexure III to this report.

SECRETARIAL AUDIT REPORT:

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 M/s. Harish P. Jain & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company. The Report of the Secretarial Auditors isannexed herewith as Annexure IV to this report.

The observations made by the Auditors in their report are self-explanatory and does notcall for further explanations from the Board.

CONTRACTS OR AGREEMENTS WITH RELATED PARTIES:

During the year the Company has not entered into any contracts or arrangements withrelated parties which could be construed "Material" according to the policy ofthe Company on materiality of related party transactions. As there were no materiallysignificant Related party transactions entered into by the Company which may have thepotential conflict with the interest of the Company at large reporting in form AOC - IIis not applicable to the Company.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014:

There were no employees drawing remuneration more than the limits as prescribed underSection 197 (12) of the Companies Act 2013 read with the Company (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended from time to time.

The details of median remuneration of the employees as required under Section 197 (12)is attached as Annexure VI to this report.

The statement containing particulars of employees as required under section 197 of theCompanies Act 2013 read with Rule 5(2) of the companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 will be provided upon request. In terms of Section 136of the Companies Act 2013 the Report and accounts are being sent to the members andothers entitled thereto excluding the information on employees particulars which isavailable for inspection by members at the Registered office of the Company duringbusiness hours on working days of the Company upto the ensuing Annual General Meeting. Ifany member is interested in obtaining a copy thereof such member may write to the Companyin this regard.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Company has adopted internal financial control system considering the nature of itsbusiness and the size and complexity of operations. The Board has adopted the policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the prevention and detection of frauds and errorsthe accuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures etc. The management is taking further steps to strengthenthe internal control system.

RISK MANAGEMENT POLICY:

The Company has structured risk management policy as per the requirements of CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time. The Risk Management Policy is designed to safeguard theorganization from various risks through timely actions. It is designed to mitigate therisk in order to minimize the impact of the risk on the Business.

In the opinion of the Board there has been no identification of element of Risk thatmay threaten the existence of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:

Details of loans guarantees & investments made if any are disclosed in the notesforming part of financial statement.

SUBSIDIARY COMPANY:

As on the end of financial year 2020 the Company is not having any subsidiary Companyand hence it is not required to report in form AOC 1.

STATUTORY AUDITORS:

The tenure of Chandabhoy & Jassoobhoy Chartered Accountants (FRN: 101648W)Statutory Auditors of the Company will end at this Annual General Meeting and pursuant tothe provisions of Section 139 of the Companies Act 2013 they cannot be re-appointed.Considering the same it is proposed to appoint Parin Patwari Chartered Accountants(Membership No. 193952) as the Statutory Auditors of the Company for the period of fiveconsecutive years till the Annual general meeting to be held for the financial year endingon 31.03.2025. They have also expressed their willingness and eligibility under theprovision of section 139 of the Companies Act 2013 to act and to be appointed asstatutory auditors of the company which is subject to Shareholders' approval.

Necessary resolution for their appointment is included in the Notice of Annual Generalmeeting. The Board proposes to pass the resolution.

AUDITORS' OBSERVATIONS:

The Notes forming part of Accounts which are specifically referred to by the auditorsin their report are self-explanatory. The auditors' observations / remarks are explainedin notes to accounts.

With regard to the following observation:

In view of losses incurred during the current year as well as accumulated losses of theearlier years the continuation of the Company as a going concern is dependent on furtherinfusion of funds in the Company and the lifting of the SEBI restrictions.

The management is willing to infuse the funds in the Company in future oncerestrictions are lifted and pending litigations are completed.

DISCLOSURE OF AUDIT COMMITTEE:

The Audit Committee of the Company as on 31st March 2020 consists offollowing Directors as its members:

1. Mr. Sadaf Fareed*

2. Ms. Amber Zaidi **

3. Ms. Rama Singh

4. Mr. Mohammedhabib Zafar Sareshwala

*Ceased to be Member w.e.f. 24.06.2020 ** Appointed as member w.e.f. 02.07.2020

VIGIL MECHANISM:

Pursuant to provisions of Section 177(9) of the Companies Act 2013 and Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 read with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hadapproved the Policy on Vigil Mechanism/ Whistle Blower Policy. Through this policyDirectors Employees or business associates may report the unethical behaviormalpractices wrongful conduct frauds violations of the Company's code etc. to theChairman of the Audit Committee.

The vigil mechanism / whistle blower policy is also available on the website of theCompany www.parsoli.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureV which is attached to this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year under review the Company has not received any significant or materialorders passed by any regulatory authority court or tribunal which shall affect the goingconcern status of the Company's operations.

MAINTENANCE OF COST RECORDS:

The Company is not required to maintain any cost records prescribed under section 148of the Companies Act 2013 and rules made thereunder.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to itsemployees during the year under review.

An Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. Your Directors further state that during the year underreview there were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not fall under the criteria mentioned in Section 135 of the CompaniesAct 2013 ("the Act") read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 and accordingly the Company is not required to constitute CSRCommittee and is not required to spend any amount in CSR Activity.

ACKNOWLEDGEMENT:

Your Directors places on record their sincere appreciation to the members bankers andall the other stakeholders for their continued support and co-operation to the Company.

FOR AND ON BEHALF OF BOARD OF DIRECTORSOF PARSOLI CORPORATION LIMITED

Date: 01.09.2020
Place: Ahmedabad
HABIB ZAFAR SARESHWALA NAZIMA SAIYED
MANAGING DIRECTOR DIRECTOR
DIN:03282280 DIN :07958783

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