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Parsvnath Developers Ltd.

BSE: 532780 Sector: Infrastructure
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OPEN 11.00
52-Week high 33.90
52-Week low 10.29
Mkt Cap.(Rs cr) 471
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.00
CLOSE 10.94
52-Week high 33.90
52-Week low 10.29
Mkt Cap.(Rs cr) 471
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Parsvnath Developers Ltd. (PARSVNATH) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 26th AnnualReport together with the Audited Financial Statements of the Company for the financialyear ended March 31 2017.


[ Rs in lakhs]



FY 2016-17 FY 2015-16 FY 2016-17 FY 2015-16
Total Revenue 27468.27 34616.74 30653.08 44146.44
Profit/ (loss) before depreciation and tax (3325.45) (2158.02) (13319.37) (6109.30)
Less: Depreciation 852.17 959.24 2794.09 2891.13
Profit/ (loss) before tax (4177.62) (3117.26) (16113.46) (9000.43)
Less: Provision for taxation (694.48) (3322.72) (1224.21) (4062.49)
Profit/ (loss) after tax (3483.14) 205.46 (14889.25) (4937.94)
Share of Profit/(loss) in Associates - - 2.21 2.18
Profit/ (loss) for the year (3483.14) 205.46 (14887.04) (4935.76)
Other comprehensive income (18.92) 8.34 (18.92) 8.33
Total comprehensive income for the year (3502.06) 213.80 (14905.96) (4927.43)
Net profit/(loss) attributable to:
a) Shareholders of the company (3502.06) 213.80 (14474.94) (3707.66)
b) Non-controlling interest - - (431.02) (1219.77)
Balance brought forward (including other comprehensive income) 87475.34 87261.54 82271.76 85979.42
Add: Profit/(loss) for the year attributable to shareholders of the company (3502.06) 213.80 (14474.94) (3707.66)
Less: Transferred to Debenture Redemption Reserve 7802.50 - 12802.50 -
Closing balance (including other comprehensive income) 76170.78 87475.34 54994.32 82271.76

Note: The Company has adopted Indian Accounting Standards (“IndAS”) from April 1 2016 and accordingly the financial statements have been preparedin accordance with the Companies (Indian Accounting Standards) Rules 2015 (Ind AS)prescribed under Section 133 of the Companies Act 2013. The date of transition to Ind ASis April 1 2015. Figures for the corresponding year ended March 31 2016 have beenrestated to comply with Ind AS.


In view of loss incurred during the financial year ended March 31 2017coupled with constrained liquidity position of the Company your Directors have consideredit appropriate not to recommend any dividend.


During the year under review on consolidated basis the Companyhas earned a total revenue of Rs 30653.08 lakhs as against Rs 44146.44 lakhs in2015-2016 and Net loss was Rs 14887.04 lakhs as against a net loss of Rs 4935.76 lakhsin 2015-2016. Earnings per Share (EPS) of the Company stood at Rs -0.80 on stand-alonebasis and Rs -3.33 on consolidated basis in Fiscal 2016-2017.

A detailed business-wise review of the operations of the Company isincluded in the Management Discussion and Analysis section of this Annual Report.


The Management Discussion and Analysis Report forming part of theBoard's Report for the year under review as stipulated under Regulation 34 (2)(e) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“ListingRegulations”) is discussed in a separate section of this Annual Report.


At the beginning of the year your Company had fifteen subsidiarycompanies. The project-specific or sector-specific subsidiary companies ensure maximumutilization of available resources through focused attention on specific activities.

During the year under review:

• Parsvnath Estate Developers Pvt. Ltd. subsidiary company hasbecome a wholly owned subsidiary of the Company consequent upon the acquisition of1225000 Class B equity shares with effect from May 24 2016.

• Parsvnath Realty Ventures Ltd. has become a wholly ownedsubsidiary of the Company consequent upon the acquisition of 50000 equity shares witheffect from July 16 2016.

• Parsvnath Landmark Developers Pvt. Ltd. subsidiary company hasbecome a wholly owned subsidiary of the Company consequent to the acquisition of 160101Class A equity shares and 561951 Class B equity shares with effect from November 22016.

• Vasavi PDL Ventures Pvt. Ltd. (VPVPL) was incorporated as asubsidiary company by subscribing to 51% of the paid-up capital of VPVPL with effectfrom October 31 2016 pursuant to the joint venture agreement with Vasavi Nirmaan PrivateLimited to develop the multi-complex on the land situated at Kukatpally Hyderabad.

Subsequent to year under review Farhad Realtors Private Limited(“FRPL”) has become a wholly owned subsidiary of the Company consequent uponthe acquisition of 10000 equity shares with effect from July 29 2017.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013(“Act”) a statement containing brief financial details of the Company'ssubsidiaries associate companies and joint ventures for the financial year ended March31 2017 in Form AOC-1 is attached to the financial statements of the Company. The detailsas required under Rule 8 of the Companies (Accounts) Rules 2014 regarding the performanceand financial position of each of the subsidiaries and associate companies forms part ofthe Consolidated Financial Statements of the Company for the financial year ended March31 2017.

Pursuant to the provisions of Section 136 of the Act the financialstatements of the Company including consolidated financial statements alongwith relevantdocuments and separate audited accounts in respect of its subsidiary companies areavailable on the website of the Company. The annual accounts of these subsidiaries and therelated detailed information will be made available to any Shareholder of the Company/itssubsidiaries seeking such information at any point of time and will also be kept open forinspection by any Shareholder of the Company/its subsidiaries at the registered Office ofthe Company and that of the respective companies and the copies thereof shall also beavailable at the Corporate Office of the Company situated at 6th Floor ArunachalBuilding 19 Barakhamba Road New Delhi-110001 between 11.00 a.m. and 1.00 p.m. on allworking days. The Company shall furnish a copy of detailed annual accounts of suchsubsidiaries to any Shareholder on demand.


In accordance with the provisions of the Act and implementationrequirements of Indian Accounting Standards ( Rs Ind- AS') Rules on accounting anddisclosure requirements which is applicable from current year and Regulation 33 of theListing Regulations the Audited Consolidated Financial Statements are provided in thisAnnual Report.


During the year under review the Company has issued Series XV &XVI (Issue–I) 19% Secured Redeemable Non-Convertible Debentures (NCDs) aggregating toRs 1710 lakhs.


During the year under review the Company has not accepted fixeddeposits from the public.


During the year under review there has been no change in thecomposition of the Board of Directors.

Your Company has received annual declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of Independenceprovided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulationsand there has been no change in the circumstances which may affect their status asIndependent Director during the year.

During the year the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company apart from receivingDirector's remuneration.

In accordance with the applicable provisions of the Act read with theArticles of Association of the Company Dr. Rajeev Jain (DIN: 00433463) Director of theCompany will retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.

The Notice convening the ensuing 26th Annual General Meetingincludes the proposal for re-appointment of Dr. Rajeev Jain as stated above. Further asrequired under the

Listing Regulations and Secretarial Standard on General Meetings hisbrief resume is furnished in the explanatory statement to the Notice convening the ensuingAnnual General Meeting.


Audit Committee

The Audit Committee comprises Shri Mahendra Nath Verma (Chairman) ShriSanjeev Kumar Jain Shri Ashok Kumar Dr. Pritam Singh and Ms. Deepa Gupta. All membersexcept Shri Sanjeev Kumar Jain are Non-Executive Independent Directors of the Company.

CSR Committee

The CSR Committee comprises five directors including two ExecutiveDirectors viz. Shri Pradeep Kumar Jain and Shri Sanjeev Kumar Jain and threeNon-Executive Independent Directors viz. Shri Ashok Kumar who is also the Chairman ofthe Committee Ms. Deepa Gupta and Shri Mahendra Nath Verma.

Nomination and Remuneration Committee

As on March 31 2017 the Committee comprised of Dr. Pritam Singh(Chairman) Shri Ashok Kumar and Shri Mahendra Nath Verma all being Non-ExecutiveIndependent Directors. Subsequent to year under review Ms. Deepa Gupta was coopted asMember of the Committee with effect from May 29 2017.

Stakeholders Relationship Committee

The Committee comprises Shri Ashok Kumar Non-Executive IndependentDirectors (Chairman) Shri Sanjeev Kumar Jain and Dr. Rajeev Jain.

A detailed note on the Committees of the Board of Directors is given inthe Corporate Governance Report which forms part of this Report.


Eight meetings of the Board of Directors were held during the year. Fordetails of the meetings of the Board please refer to the Corporate Governance Reportwhich forms part of this Report.


The Board of Directors has carried out an annual evaluation of its ownperformance and that of its committees and individual Directors pursuant to theprovisions of the Act based on the criteria recommended by the Nomination andRemuneration Committee. Pursuant to Regulation 17 (10) read with Schedule II to theListing Regulations and Schedule IV to the Act the performance evaluation of theIndependent Directors was carried out by the entire Board excluding the Director beingevaluated.

A separate meeting of the Independent Directors was held inter-aliato review the performance of Non-Independent Directors and the Board as a whole reviewthe performance of the Chairperson of the Company taking into account the views ofExecutive Directors and Non-Executive Directors and to assess the quality quantity andtimeliness of flow of information between the Company's management and the Boardthat is necessary for the Board to effectively and reasonably perform its duties.


The Nomination and Remuneration Policy recommended by the Nominationand Remuneration Committee duly approved by the Board of Directors of the Company isattached as

Annexure I.

The details of programmes for familiarisation of Independent Directorswith the Company their roles rights responsibilities in the Company nature of theindustry in which the Company operates business model of the Company and related mattersare posted on the website of the Company at the link:


Pursuant to the provisions of Section 134(5) of the Companies Act 2013(“the Act”) the Board of Directors to the best of their knowledge and abilitystate that:

a) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) 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 aflairs of the Company as at March 31 2017 and the profitand/or loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern'basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and the reviews of the management and the relevantBoard Committees including the Audit Committee the Board is of the opinion that theCompany's internal financial controls were adequate and effective during thefinancial year 2016-17.


The Annual Report on Corporate Social Responsibility (CSR) underSection 135 of the Companies Act 2013 is annexed as Annexure II to this report inthe format prescribed in the Companies (Corporate Social Responsibility Policy) Rules2014. The Company's CSR policy is available on the Company's web site at link: corporate-social-responsibility-policy/.


All contracts / arrangements / transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon an arm's length basis. Also the Company has obtained prior omnibus approval forrelated party transactions occurred during the year for transactions which are ofrepetitive nature and / or entered in the ordinary course of business at arm'sLength.

During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material underSection 188 of the Companies Act 2013.

In view of the above the requirement of giving particulars ofcontracts / arrangements made with related parties in Form AOC-2 is not applicable forthe year under review.

The related party transactions undertaken during the financial year2016–17 are detailed in the Notes to Accounts of the Financial Statements.

The Policy for determination of materiality of related partytransactions and dealing with related party transactions as approved by the Board may beaccessed on the Company's website at the link: related-party-transaction-policy/.


The Company has in place adequate internal financial controls withreference to the financial statements. The Audit Committee periodically reviews theinternal control systems with the management Internal Auditors and Statutory Auditors andthe adequacy of internal audit function significant internal audit findings andfollow-ups thereon.


During the year under review the suggestions put forth by the AuditCommittee were duly considered and accepted by the Board of Directors. There were noinstances of non-acceptance of such recommendations.


(a) Statutory Auditors

M/s S. N. Dhawan & Co. LLP (formerly S. N. Dhawan & Co.)Chartered Accountants (Firm Registration No. 000050N/ N500045) has been appointed asStatutory Auditors of the Company from the conclusion of 25th Annual GeneralMeeting for a term of five consecutive years till conclusion of the 30th AnnualGeneral Meeting (subject to ratification of the appointment by the members at every AnnualGeneral Meeting) As required under Sections 139 and 141 of the Act and the Rules madethereunder the Company has obtained a written consent from M/s S. N. Dhawan & Co.LLP Chartered Accountants to such ratification and also a certificate to the effect thatsuch ratification would be in accordance with the aforesaid Sections as may beapplicable.

Statutory Auditors Report

There is no qualification reservation or adverse remark in theAuditors' Report on the Stand-alone Financial Statements of the Company for thefinancial year ended March 31 2017. They have made certain observations in clauses(vii)(a) (vii)(b) & (viii) of the Annexure referred to in the aforesaid Report inrespect of delay in deposit of statutory liabilities to the appropriate authorities delayin payment of principal and interest on borrowings and the response of your Directors isgiven below under point no. (b):

The Auditors in their report on Consolidated Financial Statements ofthe Company for the financial year ended March 31 2017 have expressed the qualifiedopinion: “We did not audit the financial statements of one subsidiary whosefinancial statements reflect total assets (after eliminating intra-group transactions) ofRs. 22503.57 lakhs as at March 31 2017 total revenues (after eliminating intra-grouptransactions) of Rs. 632.49 lakhs and net cash flows amounting to Rs. 30.31 lakhs for theyear ended on that date as considered in the consolidated financial statements. Thesefinancial statements are unaudited and have been furnished to us by the Management and ouropinion on the consolidated Ind AS financial statements in so far as it relates to theamounts and disclosures included in respect of this subsidiary and our report in terms ofsub section (3) of section 143 of the Act in so far as it relates to the aforesaidsubsidiary is based solely on such unaudited financial statements.” Thisqualification is appearing since the financial statements of Parsvnath Buildwell PrivateLimited subsidiary company has been consolidated on the basis of unaudited financialstatements.

There were no instances of frauds reported by the Statutory Auditorsunder Section 143(12) of the Act.

(b) Secretarial Auditors and Secretarial Audit Report

The Board of Directors of the Company has re-appointed M/sChandrasekaran Associates Company Secretaries to conduct the Secretarial Audit of theCompany for the Financial Year 2017-18. The Secretarial Audit Report for the financialyear ended March 31 2017 is annexed herewith as Annexure III to this Report. TheSecretarial

Auditors in their report have made certain observations and theresponse of your Directors is as follows: The Company due to continued recession in thereal estate sector owing to slow down in demand is facing tight liquidity situation as aresult of which it could not make timely payment of principal and interest on itsborrowings and discharge of its statutory liabilities. Also the Company continues to facelack of adequate sources of finance to fund execution and completion of its ongoingprojects resulting in delayed realisation from its customers and lower availability offunds to discharge its liabilities. The Company is continuously exploring alternativesources of finance including sale of non-core assets to generate adequate cash inflowsfor meeting these obligations and to overcome this liquidity crunch.

(c) Internal Auditors

The Board of Directors of the Company has re-appointed M/s P. Jain& Company Chartered Accountants (Firm Registration No. 000711C) as InternalAuditors pursuant to the provisions of Section 138 of the Companies Act 2013 for thefinancial year 2017-18.

(d) Cost Auditors

The Board of Directors of the Company has re-appointed M/s ChandraWadhwa & Company Cost Accountants (Firm Registration No. 000239) as Cost Auditors forconducting the audit of cost records of the Company for the financial year 2017-18.


A separate section on Corporate Governance forming part of theBoard's Report and the Certificate from M/s Chandrasekaran Associates practicingcompany secretary confirming compliance with the Corporate Governance norms as prescribedunder Regulation 34 of the Listing Regulations are included in the Annual Report.

Code of Conduct

The Board of Directors has laid down a Code of Conduct for BoardMembers and Senior Management Personnel. The said Code has been posted on theCompany's website As prescribed under Listing Regulations adeclaration signed by the Managing Director & CEO affirming compliance with theaforesaid Code of Conduct by the Directors and Senior Management Personnel of the Companyfor the financial year 2016-17 is annexed and forms part of the Corporate GovernanceReport.


During the year under review the equity shares of the Company continueto remain listed with the National Stock Exchange of India Limited (NSE) and BSE Limited(BSE). The listing fee for the financial year 2017-18 has been paid by the Company to bothNSE and BSE.


During the year under review the Company was not required to transferany amount to Investor Education and Protection Fund (IEPF) established by the CentralGovernment.


1. Conservation of energy technology absorption foreign exchangeearnings and outgo The nature of operations of the Company does not require disclosure ofparticulars relating to conservation of energy and technology absorption as prescribedunder Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules2014. During the year under review the Company has nil foreign exchange earnings and hasincurred expenditure of Rs 90.14 lakhs as compared to Rs 21.02 lakhs in the previousyear.

2. Particulars of Employees

The information required under Section 197 of the Act read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below: a. The ratio of the remuneration of each director to the medianremuneration of the employees of the Company as on March 31 2017:

Name of the Directors Ratio to median remuneration
Non-Executive Directors
Shri Ashok Kumar 17.06
Dr. Pritam Singh 10.03
Ms. Deepa Gupta 14.05
Shri Mahendra Nath Verma 16.05
Executive Directors
Shri Pradeep Kumar Jain N.A.
Shri Sanjeev Kumar Jain N.A.
Dr. Rajeev Jain N.A.

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year: Nil

c. The percentage increase in the median remuneration of employees in the financialyear:


d. The number of permanent employees on the rolls of Company as on March 31 2017: 462

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Nil

f. Afirmation that the remuneration is as per the remuneration policy of the Company:The Company afirms that remuneration is as per the remuneration policy of the Company.

g. As per Section 197(12) of the Act read with the Rule 5 of theCompanies (Appointment of Managerial Personnel) Rules 2014 details of employees drawing aremuneration of more than Rs 102 lakhs per annum if employed throughout the financialyear and Rs 8.5 lakhs per month if employed for part of the financial year need to be setout as annexure to this Report. However none of the employees come under the purview ofthis section and hence the said provisions are not applicable.

Further as per MCA notification dated June 30 2016 list of top tenemployees of the Company is annexed herewith as Annexure IV.

3. Particulars of loans guarantees or investments under Section 186 ofthe Companies Act 2013

As your Company is engaged in the business of real estate developmentincluded in the term Infrastructural projects/facilities under Schedule VI to the Act theprovisions of Section 186 of the Act related to loans made guarantees given or securitiesprovided are not applicable to the Company. However the details of the same are providedin the financial statements.

4. Extract of Annual Return

Extract of Annual Return in the Form MGT-9 as required under Section92 of the Act is annexed herewith as Annexure V to this Report.


Your Company has in place a Risk Management Policy to assist the Boardin: (a) Overseeing and approving the Company's enterprise wide risk managementframework; (b) Overseeing that all the risks that the organization faces such asstrategic financial credit market liquidity security property IT legalregulatory reputational and other risks have been identified and assessed and there is anadequate risk management infrastructure in place capable of addressing those risks.

The Company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. TheCompany's management systems organisational structure processes standards code ofconduct etc. governs how the Company conducts its business and manages associated risks.

The Board periodically reviews implementation and monitoring of therisk management plan for the Company including identification therein of elements ofrisks if any which in the opinion of the Board may threaten the existence of theCompany.


The Company has in place Vigil Mechanism which also incorporates aWhistle Blower Policy for Directors and employees to report genuine concerns in theprescribed manner in terms of the Listing Regulations. The Vigil Mechanism is overseen bythe Audit Committee and provides adequate safeguards against victimization of employeesand Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related tofraudulent transactions or reporting intentional non-compliance with the Company'spolicies and procedures and any other questionable accounting/ operational processfollowed. It provides a mechanism for employees to approach the Chairman of the AuditCommittee or Shri V. Mohan Sr. Vice President (Legal) & Company Secretary designatedas Whistle and Ethics Officer under the aforesaid mechanism. During the year no suchincidents were reported and no personnel were denied access to the Chairman of the AuditCommittee. The Vigil Mechanism / Whistle Blower Policy may be accessed on theCompany's website at the link:


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with Differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

6. No material changes and/or commitments affecting the financial position of yourCompany have occurred between the end of the financial year and the date of signing ofthis Report.

Your Directors further state that during the year under review therewere no cases filed/ reported pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Securities and Exchange Board of India (“SEBI”) had issueddirections to the Stock Exchanges vide letter No. SEBI/HO/ISD/ ISD/OW/P/2017/18183 datedAugust 7 2017 whereby the Company's name was included amongst the list of suspected“Shell Companies” as a result of which the equity shares of the Company wereshifted to GSM VI on the Stock Exchanges. The Company had filed an appeal against theaforesaid directions of SEBI with Securities Appellate Tribunal (“SAT”) onAugust 9 2017. SAT has passed an order dated August 11 2017 staying the aforesaiddirections of SEBI in respect of trading restriction on the Shares of the Company andaccordingly the equity shares of the Company were restored to the normal trading segmentof the Stock Exchanges with effect from August 14 2017.


Your Directors wish to place on record their sincere gratitude to theshareholders customers bankers financial institutions investors vendors and all otherbusiness associates for the continuous support provided by them to the Company and for theconfidence in the management of the Company.

The Directors also wish to acknowledge the contribution made byemployees at all levels for steering the growth of the organisation. Your Directors alsothank the Government of India the State Governments and other Government Agencies fortheir assistance and co-operation and look forward to their continued support in future.

On behalf of the Board of Directors
Place: New Delhi Chairman
Date: August 12 2017 DIN 00333486