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Parsvnath Developers Ltd.

BSE: 532780 Sector: Infrastructure
NSE: PARSVNATH ISIN Code: INE561H01026
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VOLUME 364235
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OPEN 18.63
CLOSE 17.75
VOLUME 364235
52-Week high 18.63
52-Week low 2.16
P/E
Mkt Cap.(Rs cr) 811
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 27th Annual Report togetherwith the Audited Financial Statements of the Company for the financial year ended March31 2018.

1. FINANCIAL RESULTS

[` in lakhs]

Item STAND-ALONE CONSOLIDATED
FY 2017-18 FY 2016-17 FY 2017-18 FY 2016-17
Total Revenue 16040.39 27468.27 21008.12 30653.08
Profit/ (loss) before depreciation and tax (13016.55) (3325.45) (32929.09) (13319.37)
Less: Depreciation 1079.23 852.17 3023.64 2794.09
Profit/ (loss) before tax (14095.78) (4177.62) (35952.73) (16113.46)
Less: Provision for taxation (2360.93) (694.48) (3557.05) (1224.21)
Profit/ (loss) after tax (11734.85) (3483.14) (32395.68) (14889.25)
Share of Profit/(loss) in Associates - - 1.93 2.21
Profit/ (loss) for the year (11734.85) (3483.14) (32393.75) (14887.04)
Other comprehensive income (36.37) (18.92) (36.37) (18.92)
Total comprehensive income for the year (11771.22) (3502.06) (32430.12) (14905.96)
Net profit/(loss) attributable to:
a) Owners of the holding company (11771.22) (3502.06) (31742.88) (14474.94)
b) Non-controlling interest - - (687.24) (431.02)
Balance brought forward (including other comprehensive income) 76170.78 87475.34 54994.32 82271.76
Add: Profit/(loss) for the year attributable to shareholders of the (11771.22) (3502.06) (31742.88) (14474.94)
company
Less: Transferred to Debenture Redemption Reserve 225.00 7802.50 225.00 12802.50
Closing balance (including other comprehensive income) 64174.56 76170.78 23026.44 54994.32

2. DIVIDEND

In view of loss incurred during the financial year ended March 31

2018 coupled with constrained liquidity position of the Company your Directors haveconsidered it appropriate not to recommend any dividend. The Company has not transferredany amount to General Reserve during the Financial Year 2017-18.

3. REVIEW OF OPERATIONS

During the year under review on consolidated basis the Company has earned totalrevenue of ` 21008.12 lakhs as against ` 30653.08 lakhs in 2016-2017 and incurred a Netloss of ` 32393.75 lakhs as against a net loss of ` 14887.04 lakhs in2016-2017. Earnings per Share (EPS) of the Company stood at ` -2.70 on stand-alone basisand ` -7.29 on consolidated basis in 2017-2018.

A detailed business-wise review of the operations of the Company is included in theManagement Discussion and Analysis section of this Annual Report.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

5. SUBSIDIARIES JOINT VENTURE ENTITIES AND ASSOCIATE COMPANIES

At the beginning of the year your Company had seventeen subsidiary companies. Theproject-specific or sector-specific subsidiary companies ensure maximum utilization ofavailable resources through focused attention on specific activities.

During the year under review Farhad Realtors Private Limited (“FRPL”) hasbecome a wholly owned subsidiary of the Company consequent upon the acquisition of 10000equity shares with effect from July 29 2017.

Subsequent to year under review:

??Parsvnath Rail Land Projects Pvt. Ltd. (PRLPPL) has become a subsidiary of theCompany in terms of Section 2(87) of the Companies Act 2013 pursuant to MCA notificationdated May 07 2018.

??The Company has pursuant to the Securities Purchase Agreement dated June 21 2018acquired 490000 Class A Shares and 100000 Class B Shares from Anuradha SA InvestmentsLLC Mauritius (Investor 1) and 8751000 Series A Fully Convertible Debentures fromAnuradha Ventures Limited Cyprus (Investor 2) of Parsvnath Buildwell Private Limited(“PBPL”) a subsidiary company and SPV for implementing a premium residentialproject viz.”Parsvnath Exotica” in Ghaziabad (UP).

As at March 31 2018 Parsvnath Estate Developers Pvt. Ltd. (PEDPL) was a“material subsidiary” as defined under Regulation 16(1)(c) of the ListingRegulations.

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 2018 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 2018.

Pursuant to the provisions of Section 136 of the Act the financial statements of theCompany including consolidated financial statements alongwith relevant documents andseparate audited accounts in respect of its subsidiary companies are available on thewebsite of the Company. The annual accounts of these subsidiaries and the related detailedinformation will be made available to any Shareholder of the Company/its subsidiariesseeking such information at any point of time and will also be kept open for inspection byany Shareholder of the Company/its subsidiaries at the registered office of the Companyand that of the respective companies between 11.00 a.m. and 1.00 p.m. on all working days.The Company shall furnish a copy of detailed annual accounts of such subsidiaries to anyShareholder on demand.

6. CONSOLIDATED FINANCIAL STATEMENTS

I n accordance with the provisions of the Act and implementation requirements of IndianAccounting Standards (`Ind- AS') Rules on accounting and disclosure requirements andRegulation 33 of the Listing Regulations the Audited Consolidated Financial Statementsare provided in this Annual Report.

7. DEBENTURES

During the year under review the Company has issued Series XVI (Issue–II)(Issue-III) (Issue-IV) and (Issue-V) 19% Secured Redeemable Non-Convertible Debentures(NCDs) aggregating to ` 900 lakhs.

8. FIXED DEPOSITS

During the year under review the Company has not accepted fixed deposits from thepublic.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there has been no change in the composition of the Boardof Directors.

Your Company has received annual declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of Independence provided in Section149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been nochange in the circumstances which may affect their status as Independent Director duringthe year.

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company apart from receiving Directors'remuneration.

In accordance with the applicable provisions of the Act read with the Articles ofAssociation of the Company Shri Sanjeev Kumar Jain (DIN: 00333881) 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 27th Annual General Meeting includes theproposal for re-appointment of Shri Sanjeev Kumar 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.

10. BO COMMITTEES ARD Audit Committee

The Audit Committee comprises Shri Mahendra Nath Verma (Chairman) Shri Sanjeev KumarJain Shri Ashok Kumar Dr. Pritam Singh and Ms. Deepa Gupta. All members except ShriSanjeev Kumar Jain are Non-Executive Independent Directors of the Company. Shri V. MohanSr. Vice President (Legal) & Company Secretary acts as the Secretary to the Committee.

CSR Committee

The Committee comprises five directors including two

Executive Directors viz. Shri Pradeep Kumar Jain and Shri Sanjeev Kumar Jain and threeNon-Executive Independent Directors viz. Shri Ashok Kumar who is also the Chairman of theCommittee Ms. Deepa Gupta and Shri Mahendra Nath Verma. Shri V. Mohan Sr. Vice President(Legal) & Company Secretary acts as the Secretary to the Committee.

Nomination and Remuneration Committee

The Committee comprises Dr. Pritam Singh (Chairman) Shri Ashok Kumar Shri MahendraNath Verma and Ms. Deepa Gupta all being Non-Executive Independent Directors. Shri V.Mohan Sr. Vice President (Legal) & Company Secretary acts as the Secretary to theCommittee.

Stakeholders Relationship Committee

The Committee comprises Shri Ashok Kumar Non-Executive

Independent Director (Chairman) Shri Sanjeev Kumar Jain and Dr. Rajeev Jain. Shri V.Mohan Sr. Vice President (Legal) & Company Secretary acts as the Secretary to theCommittee and is the Compliance Officer.

Shares Committee

The Committee comprises three members viz. Shri Pradeep Kumar Jain Shri Sanjeev KumarJain and Dr. Rajeev Jain. Shri Pradeep Kumar Jain is the Chairman of the Committee andShri V. Mohan Sr. Vice President (Legal) & Company Secretary acts as the Secretary tothe Committee.

A detailed note on the Committees of the Board of Directors is given in the CorporateGovernance Report which forms part of this Report.

11. NUMBER OF MEETINGS OF THE BOARD

Seven meetings of the Board of Directors were held during the year. For details of themeetings of the Board please refer to the Corporate Governance Report which forms partof this Report.

12. COMPLIANCE OF THE SECRETARIAL STANDARDS ISSUED

BY ICSI

The Board confirms that during the period under review the Company has complied withthe applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia (ICSI) as amended from time to time.

13. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance andthat of its committees and individual Directors pursuant to the provisions of the Actbased on the criteria recommended by the Nomination and Remuneration Committee. Pursuantto Regulation 17 (10) read with Schedule II to the Listing Regulations and Schedule IV tothe Act the performance evaluation of the Independent Directors was carried out by theentire Board excluding the Director being evaluated.

A separate meeting of the Independent Directors was held inter-alia to review theperformance of Non-Independent Directors and the Board as a whole to review theperformance of the Chairperson of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and to assess the quality quantity and timelinessof flow of information between the Company's management and the Board that is necessaryfor the Board to effectively and reasonably perform its duties.

14. POLICY ON DIRECTORS' APPOINTMENT AND

REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Policy recommended by the Nomination and RemunerationCommittee duly approved by the Board of Directors of the Company is available on theCompany's website at link: http://www.parsvnath.com/investors/iulr/nomination-and-remuneration-policy/. The salient features of theRemuneration Policy have been outlined in the Corporate Governance Report which forms partof this Report.

The details of programmes for familiarisation of Independent

Directors with the Company their roles rights responsibilities in the Companynature of the industry in which the Company operates business model of the Company andrelated matters are posted on the website of the Company at the link: http://www.parsvnath.com/investors/iulr/familiarization-programs-for-independent-directors/.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies

Act 2013 (“Act”) the Board of Directors to the best of their knowledge andability state that:

a) in the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards read with requirements set out under ScheduleIII to the Act 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 affairs of the Company as at March 31 2018 and the loss of theCompany for the financial 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 with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews of the management and the relevant Board Committeesincluding the Audit Committee the Board is of the opinion that the Company's internalfinancial controls were adequate and effective during the financial year 2017-18.

Pursuant to Section 134(3)(ca) of the Companies Act 2013 no fraud has been reportedby the Auditors of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility (CSR) under Section 135 of theCompanies Act 2013 is annexed as Annexure I to this report in the formatprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. TheCompany's CSR policy is available on the Company's website at link:http://www.parsvnath.com/investors/iulr/corporate-social-responsibility-policy/.

17. CONTRACTS AND ARRANGEMENTS WITH

REL ATEDPARTIES

A ll contracts / arrangements / transactions entered by the Company during thefinancial year with related parties were in the ordinary course of business and on anarm's length basis. Also the Company has obtained prior omnibus approval for relatedparty transactions occurred during the year for transactions which are of repetitivenature and / or entered in the ordinary course of business at arm's Length.

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

In view of the above the requirement of giving particulars of contracts / arrangementsmade with related parties in Form AOC-2 is not applicable for the year under review.

The related party transactions undertaken during the financial year 2017–18 aredetailed in the Notes to Accounts of the Financial Statements.

The Policy for determination of materiality of related party transactions and dealingwith related party transactions as approved by the Board may be accessed on the Company'swebsite at the link: http://www.parsvnath.com/investors/iulr/related-party-transaction-policy/.

18. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

The Company has in place adequate internal financial controls with reference to theFinancial Statements. The Audit Committee periodically reviews the internal controlsystems with the management Internal Auditors and Statutory Auditors and the adequacy ofinternal audit function significant internal audit findings and follow-ups thereon.

19. AUDIT COMMITTEE RECOMMENDATIONS

During the year under review the suggestions put forth by the

Audit Committee were duly considered and accepted by the Board of Directors. There wereno instances of non-acceptance of such recommendations.

20. A DITORS U

(a) Statutory Auditors

M/s S.N.Dhawan & Co. LLP Chartered Accountants (Firm Registration No. 000050N/N500045) has been appointed as Statutory Auditors of the Company from the conclusion of25th Annual General Meeting for a term of five consecutive years till the conclusion ofthe 30th Annual General Meeting.

Statutory Auditors Report

The Auditors in their Report on the financial statements of the Company for thefinancial year ended March 31 2018 have drawn attention to the following matter in thenotes to the Ind AS financial statements:

“Note 47 which indicates that the Company has incurred cash loss during thecurrent and previous years and there have been delays/defaults in payment of principal andinterest on borrowings statutory liabilities salaries to employees and other dues by theCompany. The management of the Company is of the opinion that no adverse impact isanticipated on future operations of the Company.

Our opinion is not modified in respect of this matter.”

The response given by the management vide Note 47 of the Stand-alone financialstatements is given below:

“The Company has incurred cash losses during the current and previous years. Dueto continued recession in the real estate sector owing to slowdown in demand the Companyis facing tight liquidity situation as a result of which there have been delays/ defaultsin payment of principal and interest on borrowings statutory liabilities salaries toemployees and other dues. Also the Company continues to face lack of adequate sources offinance to fund execution and completion of its ongoing projects resulting in delayedrealisation from its customers and lower availability of funds to discharge itsliabilities. The company is continuously exploring alternate sources of finance includingsale of non-core assets to generate adequate cash inflows for meeting these obligationsand to overcome this liquidity crunch. In the opinion of the Management no adverse impactis anticipated on future operations of the Company.”

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

(b) Secretarial Auditors and Secretarial Audit Report

The Board of Directors of the Company has re-appointed M/s Chandrasekaran AssociatesCompany Secretaries to conduct the Secretarial Audit of the Company for the FinancialYear 2018-19. The Secretarial Audit Report for the financial year ended March 31 2018 isannexed herewith as Annexure IIto this Report. The Secretarial Auditors in theirreport have made certain observations and the response of your Directors is as givenabove.

(c) Internal Auditors

The Board of Directors of the Company has re-appointed M/s P. Jain & CompanyChartered Accountants (Firm Registration No. 000711C) as Internal Auditors pursuant tothe provisions of Section 138 of the Companies Act 2013 for the financial year 2018-19.

(d) Cost Auditors

The Company is required to maintain the cost records as specified by Central Governmentunder Section 148(1) of the Companies Act 2013 and accordingly such accounts and recordsare made and maintained. The Board of Directors of the Company has re-appointed M/sChandra Wadhwa & Company Cost Accountants (Firm Registration No. 000239) as CostAuditors for conducting the audit of cost records of the Company for the financial year2018-19.

21. CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Board's Report and theCertificate from M/s Chandrasekaran Associates Practicing Company Secretary confirmingcompliance with the Corporate Governance norms as prescribed under Regulation 34 of theListing Regulations are included in the Annual Report.

Code of Conduct

The Board of Directors has laid down a Code of Conduct for Board Members andSenior Management Personnel. The said Code has been posted on the Company's website www.parsvnath.com.As prescribed under Listing Regulations a declaration signed by the Managing Director& CEO afirming compliance with the aforesaid Code of Conduct by the Directors andSenior Management Personnel of the Company for the financial year 2017-18 is annexed andforms part of the Corporate Governance Report.

22. LISTING WITH STOCK EXCHANGES

During the year under review the equity shares of the Company continue to remainlisted with the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Thelisting fee for the financial year 2018-19 has been paid by the Company to both NSE andBSE.

23. TRANSFER TO INVESTOR EDUCATION AND PROTECTION

FUND

During the year under review the Company was not required to transfer any amount toInvestor Education and Protection Fund (IEPF) established by the Central Government.

24. DISCLOSURES

1. Conservation of energy technology absorption foreign exchange earnings and outgo

The nature of operations of the Company does not require disclosure of particularsrelating to conservation of energy and technology absorption as prescribed under Section134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014. Duringthe year under review the Company has nil foreign exchange earnings and has incurredexpenditure of ` 130.25 lakhs as compared to ` 90.14 lakhs in the previous year.

2. Particulars of Employees

The information required under Section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year 2017-18:

Name of the Directors Ratio to median remuneration
Non-Executive Directors
Shri Ashok Kumar 18.18
Dr. Pritam Singh 18.18
Ms. Deepa Gupta 17.27
Shri Mahendra Nath Verma 18.18
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 Officer Chief Financial Officer Company Secretary in the financialyear: Nil

c. The percentage increase in the median remuneration of employees in the financialyear: 10.37%

d. The number of permanent employees on the rolls of Company as on March 31 2018: 407

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: Notapplicable as there is no managerial remuneration paid by the Company during 2017-18.

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 the

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 details ofemployees drawing a remuneration of more than ` 102 lakhs per annum if employedthroughout the financial year and ` 8.5 lakhs per month if employed for part of thefinancial year need to be set out as annexure to this Report. However none of theemployees come under the purview of this section and hence the said provisions are notapplicable.

Further the list of top ten employees of the Company is annexed herewith as AnnexureIII.

3. Particulars of loans guarantees or investments under Section 186 of the CompaniesAct 2013

As your Company is engaged in the business of real estate development included in theterm Infrastructural projects/ facilities under Schedule VI to the Act the provisions ofSection 186 of the Act related to loans made guarantees given or securities provided arenot applicable to the Company. However the details of the same are provided in thefinancial statements.

4. Extract of Annual Return

Extract of Annual Return in the Form MGT-9 as required under Section 92 of the Act isannexed herewith as Annexure IV to this Report. The extract of Annual Return

may be accessed on the Company's website at the link:http://www.parsvnath.com/investors/iulr/extract-of-annual-return-form-mgt-9/

25. RISK MANAGEMENT

Y our Company has in place a Risk Management assist the Board in:

(a) Overseeing and approving the Company's enterprise wide risk management framework;

(b) Overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational and other risks have been identified and assessed and there is an adequaterisk management infrastructure in place capable of addressing those risks.

The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organisational structure processes standards code of conduct etc. governs howthe Company conducts its business and manages associated risks.

The Board periodically reviews implementation and monitoring of the risk managementplan for the Company including identification therein of elements of risks if any whichin the opinion of the Board may threaten the existence of the Company.

26. VIGIL MECHANISM

The Company has in place the Vigil Mechanism which also incorporates a Whistle BlowerPolicy for Directors and employees to report genuine concerns in the prescribed manner interms of the Listing Regulations. The Vigil Mechanism is overseen by the Audit Committeeand provides adequate safeguards against victimization of employees and Directors. WhistleBlower Policy is a mechanism to address any complaint(s) related to fraudulenttransactions or reporting intentional non-compliance with the Company's policies andprocedures and any other questionable accounting/operational process followed. It providesa mechanism for employees to approach the Chairman of the Audit Committee or Shri V.Mohan Sr. Vice President (Legal) & Company Secretary designated as Whistle and EthicsOfficer under the aforesaid mechanism. During the year no such incidents were reportedand no personnel were denied access to the Chairman of the Audit Committee. The VigilMechanism/ Whistle Blower Policy may be accessed on the Company's website at the link:http:// www.parsvnath.com/investors/information/vigil-mechanism-whistle-blower-policy/.

27. INTERNAL COMPLAINTS COMMITTEE

The Company has an Internal Complaints Committee (“ICC”) as required underThe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. The Company is strongly opposed to sexual harassment and employees are to made awareabout the consequences of such acts and about the constitution of ICC. During the yearunder review there were no cases filed/ reported pursuant to the aforesaid Act.

28. GENERAL

Y our Directors state that no disclosure or reporting required inis 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.

Securities and Exchange Board of India (“SEBI”) had issued directions to theStock Exchanges vide letter No. SEBI/HO/ ISD/ISD/OW/P/2017/18183 dated August 7 2017whereby the Company's name was included amongst the list of suspected “ShellCompanies” as a result of which the equity shares of the Company were shifted toGSM VI on the Stock Exchanges. The Company had filed an appeal against the aforesaiddirections of SEBI with Hon'ble Securities Appellate Tribunal (“SAT”) on August9 2017. Hon'ble 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. After the Hon'ble SAT's order inpursuance to the directions of SEBI BSE and NSE sought various information and/ orclarifications in respect of the Company which were provided. An opportunity of personalhearing was also given by SEBI and NSE which was attended by the representatives of theCompany and necessary information / clarifications were provided.

SEBI vide its Interim Order dated August 8 2018 has directed the Stock Exchange tointer-alia appoint an independent forensic auditor to further verify; (a) allegedmisrepresentation of financials and/or business by Company if any in the context ofcertain past transactions of sub- contracts during the financial years 2009-10 2010-11and 2011-12 and (b) alleged misuse of the books of accounts/ funds if any in the contextof said transactions including the role of KMPs Directors and Promoters in thosetransactions. The Company has been given an opportunity to file its reply/ objections tothe aforesaid Interim Order and also to seek a personal hearing with the SEBI in thismatter within thirty days of the Order and as such the Company shall be _ling its reply/objections to the Interim Order and also seek an opportunity of personal hearing with theSEBI within the stipulated time as mentioned in the said Order.

Acknowledgement

Your Directors wish to place on record their sincere gratitude to the shareholderscustomers bankers financial institutions investors vendors and all other businessassociates for the continuous support provided by them to the Company and for theconfidence reposed in the management of the Company.

The Directors also wish to acknowledge the contribution made by employees at all levelsfor steering the growth of the organisation. Your Directors also thank the Government ofIndia the State Governments and other Government Agencies for their assistance andco-operation and look forward to their continued support in future.

on behalf of the Board of directors
Place: Delhi Sd/-
Date: August 13 2018 PRADEEP KUMAR JAIN
Chairman
DIN 00333486

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