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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 31st Annual Report together with the AuditedFinancial Statements and Auditors' report thereon for the year ended 31stMarch 2021.

FINANCIAL RESULTS:

The operating results of the Company for the year ended on 31st March 2021are briefly indicated below:

(Rs. In Lakh)

Particulars Year Year
2020-21 2019-20
Profit/loss before Depreciation and Taxation (200.74) (141.62)
Depreciation 0.05 0.07
Profit/loss before Taxation (200.79) (141.69)
Provision for taxation - For Current Tax 0 0
Provision for taxation - For Deferred Tax 0 0
Profit/Loss after Taxation (200.79) (141.69)

Impact of COVID-19 pandemic:

The Company has considered the possible effects that may arise out of the stillunfolding COVID-19 pandemic on the carrying amounts of property assets investments etcof the Company.

As the Company is presently not engaged in any business activity there is no materialimpact on the performance of the Company however the impact of Covid-19 pandemic on theeconomy market and society at large has indirectly impacted the functioning of theCompany. The Company will continue to monitor the future market conditions and update itsassessment.

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 profits in 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. 31st March 2021 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:

- Pursuant to the provisions of Section 152 and other applicable provisions if any ofthe Companies Act 2013 Ms. Nazima Saiyed (DIN:07958783) Director of the Company isliable to retire by rotation at the forthcoming Annual General Meeting and she beingeligible offers herself for re- appointment. Your Directors recommends her re-appointment.

- During the year under review

1. Ms. Sadaf Fareed (DIN: 08139218) resigned as a Director with effect from 24th June2020 on account of pre-occupation. The Board places appreciation for the services renderedby Ms. Sadaf Fareed (DIN: 08139218) during her tenure with the Company.

2. Ms. Amber Zaidi (DIN: 06495209) was appointed as an Additional Director (IndependentCategory) of the Company w.e.f. 2ndJuly 2020. Further she was appointed asDirector (Independent Category) with the approval of members of the Company in the AnnualGeneral Meeting held on 30th September 2020.

- After closure of the year under review

1. Mr. Umar Uves Sareshwala is appointed as Whole-time Director by the Board ofDirectors w.e.f. 29th May 2021 subject to approval of members at the ensuingAnnual General Meeting.

2. As the term of office of Mr. Mohammad Habib Zafar Sareshwala (DIN: 03282280) asManaging Director was upto22nd May 2021 the Board of Directors subject toapproval of members at the ensuing Annual General Meeting had re-appointed him forfurther term of 3 years w.e.f. 23rd May 2021.

The resolutions proposing their appointment / reappointment are set out in the noticeconvening the Annual General Meeting.

KEY MANAGERIALPERSONNEL:

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. Umar Uves Sareshwala Whole-time Director (w.e.f. 29th May 2021)

3. Mr. Mohammed Alibhai Kothawala - Chief Financial Officer

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

ANNUAL RETURN:

The Annual Return of the Company is available on the website of the Company atwww.parsoli.com.

CORPORATE GOVERNANCE REPORT:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aReport on “Corporate Governance” is attached as an Annexure I 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.

DECLARATION 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 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board hereby confirms that all the Independent Directors have givendeclarations and further confirms that they meet the criteria of Independence as per theprovisions under Companies Act 2013 and SEBI Listing Regulations.

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 II to this report.

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 II isnot 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 III 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 employee's 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.

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.

INTERNAL FINANCIAL CONTROL AND ITSADEQUACY:

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 2021 the Company is not having any subsidiary Companyand hence it is not required to report in form AOC-1.

STATUTORY AUDITORS:

Mr. Parin Patwari Chartered Accountants (FRN: 101648W) was appointed as StatutoryAuditors for a term of five years to hold office till the conclusion of the AnnualGeneral Meeting to be held for the financial year ending on 31st March 2025. In view ofthe amended provisions of section 139 by The Companies (Amendment) Act 2017 theappointment of auditors is not required to be ratified every year at the AGM by themembers of the company and hence present statutory auditors of the company will continueto act as statutory auditor till the expiry of their present term.

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:

(a) In view of losses incurred during the current year as well as accumulated losses ofthe earlier years the continuation of the Company as a going concern is dependent onfurther infusion of funds in the Company.

(b) No provision has been made in the books of account for gratuity as per note no21(2) which is not in accordance with Accounting Standard 15.

The management reply to the observations of auditors are:

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

(b) The Company has adopted practice of accounting the same on cash basis.

DISCLOSURE OF AUDIT COMMITTEE:

The Audit Committee of the Company as on 31st March 2021 consists offollowing Directors as its members:

1. Ms. Rama Singh

2. Ms. Amber Zaidi**

3. Mr. Habib Zafar Sareshwala ** 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 Policy. Through this policy Directors Employees orbusiness associates may report the unethical behavior malpractices wrongful conductfrauds violations of the Company's code etc. to the Chairman of the Audit Committee.

The vigil mechanism policy is also available on the website of the Companywww.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 under 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 DIRECTORS

FOR PARSOLI CORPORATION LIMITED

Date: 09.08.2021
Registered Office:
23 First Floor Crystal Shoppers Habib Zafar Sareshwala Nazima Irshadali Saiyed
Paradise 24th &33rd Road Managing Director Director
Plot No. 489 Bandra (West) DIN:03282280 DIN: 07958783
Mumbai -400050 Maharashtra

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