Your Directors present the 27th Annual Report together with the Audited Statement ofAccounts of the Company for the year ended 31st March 2017.
The operating results of the Company for the year ended on 31st March 2017 are brieflyindicated below:
| || ||(Rs. In Lacs) |
|Particulars ||Year 2016-2017 ||Year 2015-2016 |
|Profit/loss before Depreciation and Taxation ||(36.05) ||(26.54) |
|Depreciation ||0 ||4.02 |
|Profit/loss before Taxation ||(36.05) ||(22.52) |
|Provision for taxation - For Current Tax ||0 ||0 |
|Provision for taxation - For Deferred Tax ||0 ||0 |
|Profit/Loss after Taxation ||(36.05) ||(22.52) |
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:
During the year under review Company has incurred loss hence your Directors do notrecommend any payment of dividend for the Financial Year under review. The Company has nottransferred any amount to reserves during the 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 2017 and the date of the Board's Report.
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:
Pursuant to the provisions of Section 152 and other applicable provisions if any of theCompanies ct. 2013 Mr. Aslamkhan Rehmatkhan Pathan (DIN: 06854711) Whole Time Directorof the Company is liable to retire by rotation at the forthcoming Annual General Meetingand he being eligible offers himself for re-appointment. Your Directors recommends hisre-appointment.
After closure of the yearMr. Mohammed Alibhai Kothawala was appointed as ChiefFinancial officer and Key Managerial Personnel of the Company with effect from 22ndAugust 2017.
After closure of the year Ms. Rama Singh (DIN-06364779) was appointed as an AdditionalDirector (Categorized as Independent Director) of the Company. She holds office up to thedate of ensuing Annual General Meeting. Necessary resolution has been proposed for herappointment as a Director (Categorized as Independent Director) of the Company forapproval of members of the Company.
After closure of the year Mr. Aslamkhan Rehmatkhan Pathan (DIN: 06854711) was appointedas Wholetime Director of the Company for the term of 3 years w.e.f. 22ndAugust 2017 by the Board of Directors subject to approval of members.Considering theremarkable contribution given by him in the Company the Board recommends passing of theproposed resolution.
EXTRACT OF THE ANNUAL RETURN:
Extract of the Annual Return as on 31st March 2017 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 SEB1 (Listing Obligations and Disclosure Requirements) Regulations 2015 a Report on
"Corporate Governance" is attached as an Annexure II and forms part of thisreport.
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 accounts the applicable accounting standards havebeen followed and there are no material departures:
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 lossofthe 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 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 Four (4) times. The details of theBoard Meetings are provided in the Corporate Governance Report which is annexed to theReport.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 134 of the Companies Act 2013 with respect tothe ^gnclaration given by the Independent Director of the Company under Section 149 (6) ofthe rannpanies Act. 2013 the Board hereby confirms that all the Independent Directorshave given *v^$larations and further confirms that they meet the criteria of Independenceas per the provisions wSection 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 SEB1 (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 as attached as Annexure III to this report.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisioins of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointd 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 - 11is 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 tirnte.
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 ensuring Annual General Meeting. Ifany member is interested in obtaining a copy thereof such member may write to the CompanySecretary in this regard.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Company has adopted internal financial control system considering the nature of itsbusiness d the size and complexity of operations. The Board has adopted the policies andprocedures for nsuring 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 ListingAgreement entered with the Stock Exchange. The Risk management Policy is designed tosafeguard the organization from various risks through timely actions. It is designed tomitigate the risk in order to minimize the impact of the risk on the Business.
In the opinion of the Board there has been no identification of clement of Risk thatmay threaten the existence of the Company.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:
The details of investments made and loans advanced by the company have been given innotes to the Financial Statement. The Company has not given any Guarantee or provided anysecurity on behalf of other body corporate pursuant to the provision of 186 of theCompanies Act. 2013.
A statement pursuant to Section 129(3) of the Companies Act 2013 in respect of theSubsidiary Companies is annexed herewith as Annexure V.
M/s. Chandabhoy & Jassoobhoy.Chartered Accountants (FRN: 101648W) StatutoryAuditors of the Company retires at the forthcoming Annual General Meeting and beingeligible offers themselves for re-appointment. The Board recommends their re-appointmentat the ensuing Annual General Meeting.
With regard to the observation of auditors relating to:-
The Notes forming part of Accounts which are specifically referred to by the auditorsin their report are self-explanatory. The auditors' observations/remarks arc explained innotes to accounts.
(a) We are unable to express our opinion on the realisability of loans and advances tothe extent o/Rs. 27 lakhs and the consequential impact that this would have on the BalanceSheet as at 31st March 2016and Profit and Loss statement for the year ended onthat date.
(b) Trade receivables Loans and Advances are subject to reconciliation andconsequential adjustments If any as referred to in Note- No 20 (11).
(c) SEBI has restrained the Company its whole time directors and its associutcs/groupcompanies from accessing the security market and also prohibited them from buying sellingor dealing in securities in any manner till further order as referred to In Note No.20(17).
(d) No provision has been made for doubtful trade receivables and loans and advancesaggregating Rs. 29203595. Consequently the loss for the year ended 31" March 2107has ben understood by Rs. 2903595.
MANAGEMENT RESPONSE TO AUDITOR'S OBSERVATIONS:
In reply to Point 4. A&b) the management is of the view that balances of sundrydebtors sundry creditors deposits from clients Loans & Advances are subject toconfirmation/ reconciliation and consequential adjustment.
In reply to Point 4. c). the Management would like to state that the Company had filedApplications against the various orders passed by SEBI with the Honorable SecuritiesAppellate Tribunal (SAT) and all of the Applications have been accepted by the HonorableSAT and hearing are currently ongoing in this matter and is hopeful of a favorableoutcome.
In reply to Point 4. d)The Management would like to state that the Company has notmade any provisions for liabilities as the same were measured on estimated basis. TheCompany doesnot have any unrecognized contingent assets from where it is reasonablycertain that inflow of economic benefits will arise.
DISCLOSURE OF AUDIT COMMITTEE:
The Audit Committee of the Company as on 31s* March 2017 consists offollowing Directors as its members:
1. Mr. M.l. Hawa
2. Mr. Ishaque Ali BabuFarid
3. Mr. AslamkhanPathan
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 AnncxureVI 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.
Corporate Social Responsibility:
The Company docs 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 constitutionalCommittee and is not required to spend any amount in CSR Activity.
Your Directors places on record their sincere appreation to the members bankers andall the other stakeholdrs for their continued support and co-operation to the Company.
| || |
FOR AND ON BEHALF OF BOARD
| || |
FOR PARSOLI CORPORATION LIMITED
|Date: 22-08-2017 ||ASLAMKHAN PATHAN ||ISAQUE FARID |
|Place: Ahmedabad ||WHOLETIME DIRECTOR ||DIRECTOR |
| ||DIN :06854711 ||DIN :05137541 |