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Directors Report of Parsvnath Developers Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 24th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS [Rs. in Lacs]

Item STAND- ALONE CONSOLIDATED

FY 2014-15 FY 2013-14 FY 2014-15 FY 2013-14

Total Revenue 76,087.44 46,830.54 77,987.67 57,973.08

Profit before exceptional items, depreciation and tax 19,032.36 5,800.84 16,209.47 5,206.68

Less: Depreciation 390.75 1,242.76 541.21 1,306.13

Profit before exceptional items and tax 18,641.61 4,558.08 15,668.26 3,900.55

Less: Exceptional items 46,971.24 - 46,971.24 -

Profit/ (loss) before tax (28,329.63) 4,558.08 (31,302.98) 3,900.55

Less: Provision for taxation (19,563.57) 2,218.93 (20,034.74) 2,279.71

Profit/ (loss) before minority interest (8,766.06) 2,339.15 (11,268.24) 1,620.84

Share of Profit of Associates - - 1.96 1.80

Share of loss attributable to minority interest - - (500.01) (0.08)

Profit / (Loss) for the year (8,766.06) 2,339.15 (10,766.27) 1,622.72

Add: Balance brought forward 96,203.96 91,864.81 97,177.63 93,593.58

Transferred from Debenture Redemption Reserve - 2,000.00 - 2,000.00

Less: transferred to Capital Redemption Reserve - - - 25.05

Less: Depreciation on fixed assets with NIL remaining useful 40.93 - 41.28 - life (net of deferred tax)

Add: profit/(loss) on cessation of subsidiary - - (6.35) -

Less: opening balance of accumulated profits transferred to - - - 13.62 minority

Amount available for Appropriation 87,396.97 96,203.96 86,363.73 97,177.63

2. DIVIDEND

In view of loss incurred by the Company for the financial year ended March 31, 2015, your Directors have not recommended any dividend.

3. REVIEW OF OPERATIONS

During the year under review, on consolidated basis, your Company's: total revenue has increased to ? 77,987.67 Lacs as against? 57,973.08 Lacs in Fiscal Year 2013-2014.

profit before exceptional items and tax is ? 15,668.26 Lacs as against ? 3,900.55 Lacs in Fiscal Year 2013-2014.

However, pursuant to an Arbitration Award dated January 09, 2015 passed by the Hon'ble Sole Arbitrator in the matter of disputes between the Company and Chandigarh Housing Board (CHB) in respect of a residential cum commercial project at Chandigarh and accepted by both the parties, the Company has surrendered the project to CHB. The loss of Rs. 46,971.24 Lacs arising out of the said transaction has been written of and shown under "Exceptional items" in the financial results as shown above.

In view of above, the Company has incurred a net loss of Rs. 10,766.27 Lacs during Financial Year ended March 31, 2015 on consolidated basis. Earnings per Share (EPS) of the Company stood at Rs. -2.47 in Fiscal 2014-2015. On stand-alone basis, EPS of the Company stood at Rs. -2.01 in Fiscal 2014-2015.

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

4. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, forming part of Board's Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, 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 fifteen subsidiary companies. The project-specific or sector-specific subsidiary companies ensure maximum utilization of available resources through focused attention on specific activities.

During the year under review, Parsvnath Hospitality Holdings Limited, subsidiary of Parsvnath Developers Pte. Limited, Singapore has ceased to be step-down subsidiary of the Company consequent upon voluntary striking of its name from the register of Accounting and Corporate Regulatory Authority (ACRA), Singapore with effect from January 20, 2015.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing brief financial details of the Company's subsidiaries, associate companies and joint ventures for the financial year ended March 31, 2015 in Form AOC-1 is attached to the financial statements of the Company.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, including consolidated financial statements along with relevant documents and separate audited accounts in respect of its subsidiary companies are available on the website of the Company. The annual accounts of these subsidiaries and the related detailed information will be made available to any Shareholder of the Company/ its subsidiaries seeking such information at any point of time and will also be kept open for inspection by any Shareholder of the Company/its subsidiaries at the registered office of the Company and 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 any Shareholder on demand.

6. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, Listing Agreement with the Stock Exchanges and Accounting Standard (AS) - 21 on Consolidated Financial Statements, AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements are provided in the Annual Report. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries, joint venture and associate companies.

7. DEBENTURES

During the year under review, the Company has:

partly redeemed Series XII & XIII secured freely transferable and Non-Convertible Debentures (NCDs) aggregating to ? 3,428.57 Lacs.

raised funds to the tune of ? 35,500 Lacs through issue of 7,100 13% Secured redeemable, non- convertible Debentures of the face value of ^ 5,00,000/- (Rupees Five Lacs Only) each, on private placement basis.

Subsequent to year end, the Company has redeemed fifth installment of Series XII & XIII NCDs aggregating to Rs.85.71 Lacs.

8. FIXED DEPOSITS

The Company has discontinued with the fixed deposit scheme with effect from April 1, 2014, consequent upon commencement of the Companies Act, 2013. As on March 31, 2015, the Company has fully repaid fixed deposit amount accepted from the public.

The Company has no overdue deposits at the beginning of the year i.e. as on April 1, 2014. The maximum amount of default in repayment of deposits and/or payment of interest thereon during the year was ? 403.30 Lacs pertaining to 312 depositors. There were no overdue deposits at the end of the year i.e. as on March 31, 2015.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Shri Ramdas Janardhana Kamath, Shri Ashok Kumar and Dr. Pritam Singh were appointed as Independent Directors at the Annual General Meeting of the Company for a term of 5 (five) consecutive years with effect from September 23, 2014 to September 22, 2019. The terms and conditions of appointment of Independent Directors are as per Schedule IV to the Act.

The Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

During the year under review and the period subsequent thereto:

Ms. Deepa Gupta has been appointed as an Additional Director (Non-Executive, Independent) with effect from March 30, 2015.

Shri Mahendra Nath Verma has been appointed as an Additional Director (Non-Executive, Independent) with efect from May 25, 2015.

Shri Ramdas Janardhana Kamath has resigned from the Board of Directors of the Company with effect from August 5, 2015.

In accordance with the provisions of Section 149 of the Act, your Board of Directors are seeking the appointment of Ms. Deepa Gupta and Shri Mahendra Nath Verma as Independent Directors for a term of 5 (five) consecutive years with effect from March 30, 2015 to March 29, 2020 and May 25, 2015 to May 24, 2020 respectively. The Company has received the requisite disclosures/declarations from Ms. Deepa Gupta and Shri Mahendra Nath Verma as required under the provisions of Section 149 and other applicable provisions of the Act and the Rules made there under.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

In accordance with the applicable provisions of the Act read with the Articles of Association of the Company, Dr. Rajeev Jain, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Notice convening the ensuing Annual General Meeting includes the proposal for appointment/ re- appointment of the Directors. Brief Resumes of the Directors proposed to be appointed/ re- appointed, as required under Clause 49 of the Listing Agreement, are furnished in the explanatory statement to the Notice convening the ensuing Annual General Meeting. The Company has received notices under Section 160 of the Act along with the requisite deposit proposing the appointment of Ms. Deepa Gupta and Shri Mahendra Nath Verma.

Pursuant to the provisions of Section 203 of the Act and the Rules made thereunder, which came into effect from April 1, 2014, the appointments of Shri Pradeep Kumar Jain, Whole-time Director designated as Chairman, Shri Sanjeev Kumar Jain, Managing Director & CEO, Dr. Rajeev Jain, Whole-time Director designated as Director (Marketing), Shri V Mohan, Company Secretary and Shri M.C. Jain, Group Chief Financial Officer as key managerial personnel of the Company were formalized.

10. BOARD COMMITTEES

During the year under review, the Board of Directors, at its meeting held on May 28, 2014, had:

enhanced the scope of Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee of the Board of Directors as per the applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

constituted a Corporate Social Responsibility (CSR) Committee which comprises three directors including two Executive Directors viz. Shri Pradeep Kumar Jain and Shri Sanjeev Kumar Jain and one Non-Executive, Independent Director viz. Shri Ashok Kumar, who is also the Chairman of the Committee.

During the period subsequent to the year under review, the Board of Directors has re-constituted the Audit Committee, CSR Committee and the Nomination and Remuneration Committee as mentioned below:

Audit Committee

As on March 31, 2015, the Audit Committee comprised of Shri Ramdas Janardhana Kamath (Chairman), Shri Sanjeev Kumar Jain, Shri Ashok Kumar and Dr. Pritam Singh. All members except Shri Sanjeev Kumar Jain are Non-Executive, Independent Directors of the Company. The Committee was re-constituted by the Board of Directors by inducting Ms. Deepa Gupta and Shri Mahendra Nath Verma as Members of the Committee with effect from May 25, 2015. The Committee was again re-constituted consequent upon resignation of Shri Ramdas Janardana Kamath with effect from August 5, 2015 and Shri Mahendra Nath Verma was appointed as Chairman of the Audit Committee.

CSR Committee

The CSR Committee comprises three directors including two Executive Directors viz. Shri Pradeep Kumar Jain and Shri Sanjeev Kumar Jain and one Non-Executive, Independent Director viz. Shri Ashok Kumar, who is also the Chairman of the Committee. The Committee was re-constituted by the Board of Directors by inducting Ms. Deepa Gupta and Shri Mahendra Nath Verma as Members of the Committee with effect from May 25, 2015.

Nomination and Remuneration Committee

As on March 31, 2015, the Committee comprised of Dr. Pritam Singh (Chairman), Shri Ramdas Janardhana Kamath and Shri Ashok Kumar, all being Non-Executive, Independent Directors. The Committee has been re-constituted twice by induction of Shri Mahendra Nath Verma as member of the Committee at the Board Meeting held on May 25, 2015 and subsequently, upon resignation of Shri Ramdas Janardhana Kamath from the Board with effect from August 5, 2015.

A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report.

11. NUMBER OF MEETINGS OF THE BOARD

Six meetings of the Board of Directors were held during the year. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Report.

12. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and Clause 49 of the Listing Agreement. The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee duly approved by the Board of Directors of the Company is attached as Annexure I.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are posted on the website of the Company at the link: http://www. parsvnath.com/corporate/investors-familiarisation- programs. asp? investors=fp

14. 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 and ability, state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III 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 consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and are operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews of the management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

15. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company 's CSR policy is available on the Company's web site at link: http://www.parsvnath.com/corporate/ investors-csr- policy. asp? investors=csr

16. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

The Company in its ordinary course of business extends financial assistance to its subsidiary companies, including wholly owned subsidiary companies for their principal business activities. To support the wholly owned subsidiary companies (whose accounts are consolidated with the Company and placed before the shareholders at the general meeting for approval) during their long gestation period of projects, at the request of such wholly owned subsidiary companies, the Company provides loans without charging any interest. Such contracts and arrangements with wholly owned subsidiary companies do not fall into any category of contracts or arrangements envisaged under Section 188 of the Companies Act, 2013.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

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

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.parsvnath. com/corporate/investors-related-party-transaction- policy.asp? investors= rptp.

Your Directors draw attention of the members to Note No. 61 to the financial statements which sets out related party disclosures.

17. INTERNAL FINANCIAL CONTROL AND INTERNAL AUDIT

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

18. AUDIT COMMITTEE RECOMMENDATIONS

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

19. AUDITORS

M/s Deloitte Haskins & Sells (Deloitte), Chartered Accountants (Firm Registration No. 015125N), Statutory Auditors of the Company, shall retire at the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Act and the Rules made there under, it is proposed to re-appoint Deloitte as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM.

As required under Section 139 of the Act, the Company has obtained a written consent from Deloitte, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Act and the Rules made there under, as may be applicable.

20. AUDITORS' REPORT

There is no qualification in the Auditors' Report on the Stand-alone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2015.

The Auditors in their report to the Members have made certain observations in clauses (vii)(a) and (ix) of the Annexure referred to in their Report on the Standalone Financial Statements and clauses (vii)(a), (vii)(b) and (ix) of the Annexure referred to in their Report on the Consolidated Financial Statements and the response of your Directors is as follows:

The delays caused in making timely payment of principal and interest on its borrowings and discharge of its statutory liabilities have been due to continued recession in the real estate industry owing to slowdown in demand. The Company is also facing lack of adequate sources of finance to fund development of its ongoing projects resulting in delayed realisations from its customers and lower availability of funds to discharge its liabilities. However, there were no undisputed statutory dues of the Company which were outstanding for more than six months since they became due. The Company is exploring alternative sources of finance, including sale of non-core assets to generate adequate cash inflows for meeting these obligations and to overcome this liquidity crunch.

21. COST AUDITORS

The Company has appointed M/s Chandra Wadhwa & Company, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2015-16, subject to the approval of the Members on the remuneration to be paid to them.

22. SECRETARIAL AUDITORS

The Board of Directors of the Company has appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure III to this Report. The Secretarial Auditors in their report have made certain observations and the response of your Directors is as follows:-

1. The Company has reversed managerial remuneration paid in excess of the limits specified under the Companies Act, 2013 which amounts are being held in trust by the Directors. The Company intends to obtain shareholders' approval in the ensuing Annual General Meeting and file applications with the Central Government to obtain requisite approvals in this regard.

2. There were certain instances of delay in the repayment of fixed deposit accepted by the Company prior to April 1, 2014, during the period under review. The Company has, however fully repaid the entire amount of fixed deposits accepted from the public and discontinued with the Fixed Deposit Scheme with effect from April 1, 2014 and has no overdue deposits as on March 31, 2015.

3. There were instances of delay in repayment of dues to the Banks/financial institutions during the period under review- Kindly refer to response on Auditors' Report.

23. CORPORATE GOVERNANCE

A separate section on Corporate Governance, forming part of the Board's Report and the Certificate from the Auditors confirming compliance with the Corporate Governance norms, as prescribed under Clause 49 of the Listing Agreement, are included in the Annual Report.

Code of Conduct

The Board of Directors has laid down a Code of Conduct for Board Members and Senior Management Personnel under Clause 49 (II) (E) of the Listing Agreement. The said Code has been posted on the Company's website www.parsvnath.com. As prescribed under Clause 49 of the Listing Agreement, a declaration signed by the Managing Director & CEO affirming compliance with the aforesaid Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2014-15 is annexed and forms part of Corporate Governance Report.

24. LISTING WITH STOCK EXCHANGES

During the year under review, the equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fee for the financial year 2015-16 has been paid by the Company to NSE and BSE. The Equity Shares of the Company continue to be included in the list of CNX Nifty 500 index of NSE.

25. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has, during the year under review, transferred a sum of? 14.49 Lacs to Investor Education and Protection Fund (IEPF), in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amount represents the amount of dividend declared by the Company for Financial Year 2006-07, which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

During the financial year 2015-16, the dividend declared by the Company for Financial Year 2007-08, remaining unclaimed in terms of Section 205C of the Companies Act, 1956 is being transferred to IEPF. The applicants are entitled to claim the unclaimed dividend amount for Financial Year 2007-08 before transfer of the amount to the said Fund. The details of such unclaimed money together with the procedure for claiming the same has been detailed in the Corporate Governance Report and the Notice convening the Annual General Meeting forming part of the Annual Report.

26. DISCLOSURES

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

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014. During the year under review, the Company has nil foreign exchange earnings and has incurred expenditure of Rs. 182.51 Lacs, as compared to nil foreign exchange earnings and expenditure of Rs. 254.22 Lacs in the previous year respectively.

2. Particulars of Employees

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

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company as on March 31, 2015:

Name of the Directors Ratio to median remuneration

Non-Executive Directors

Shri R.J. Kamath* 0.59

Shri Ashok Kumar 1.74

Dr. Pritam Singh 0.74

Ms. Deepa Gupta** N.A.

Executive Directors

Shri Pradeep Kumar Jain 25.00

Shri Sanjeev Kumar Jain 25.00

Dr. Rajeev Jain 25.00

*Resigned with effect from August 5, 2015 **Appointed with effect from March 30, 2015.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year: Nil

c. The percentage increase in the median remuneration of employees in the financial year: Nil

d. The number of permanent employees on the rolls of Company as on March 31, 2015: 579

e. The explanation on the relationship between average increase in remuneration and Company Performance: There was no increase in remuneration of employees of the Company, in general, during Financial Year ended March 31, 2015.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key 351.70

managerial personnel (KMP) in FY 2014- 15 (Rs. Lacs)

Revenue (Rs. Lacs) 71,910.54

Remuneration of KMPs (as % of revenue) 0.49

Profit/ (Loss) before Tax (Rs. Lacs) (28,329.63)

Remuneration of KMP (as % PBT) N.A.

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31, 2015 March 31, 2014 % Change

Market Capitalisation (Rs. Lacs) 80,726.11 1,05,966.61 -23.82

Price Earnings Ratio (2.01) 0.54 -26.87

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31, 2015 November 23, % Change* 2006

Market Price (NSE) 18.55 300 -87.63

Market Price (BSE) 18.65 300 -87.57

*adjusted pursuant to split/ sub-division of equity shares

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

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Shri Pradeep Shri Sanjeev Dr. Rajeev Shri V. Mohan, Shri M.C. Jain, Kumar Jain, Kumar Jain, Jain, Whole- Company Group Chief Whole- time Managing time Director Secretary Financ ial Director Director & CEO designa ted Ofcer designa ted as as Director Chairman (Market ing)

Remuneration in FY 2014-15 85 85 85 50.10 46.60 (Rs. Lacs)

Revenue 71,910.54 (Rs. Lacs)

Remuneration as % of 0.12 0.12 0.12 0.07 0.06 revenue

Profit/(Loss) before Tax (28,329.63) (Rs. Lacs)

Remuneration Not Applicable (as % of PBT)

k. The key parameters for any variable component of remuneration availed by the directors: Not applicable.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.

n. The statement showing particulars of the employees of the Company, to be furnished under Section 197 (12) of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed hereto as Annexure IV to this Report.

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

As your Company is engaged in the business of real estate development included in the term Infrastructural projects/facilities under Schedule VI to the Companies Act, 2013, the provisions of Section 186 of the Companies Act, 2013 related to loans made, guarantees given or securities provided are not applicable to the Company. However, the details of the same are provided in the standalone financial statements.

4. Extract of Annual Return

Extract of Annual Return in Form MGT-9, as required under Section 92 of the Act is annexed herewith as Annexure V to this Report.

27. RISK MANAGEMENT

During the year, your Directors have approved a Risk Management Policy to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct etc. governs how the Company conducts its business and manages associated risks.

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

28. Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy for Directors and employees to report genuine concerns in the prescribed manner, in terms of the Listing Agreement. The Vigil Mechanism is overseen by the Audit Committee and provides adequate safeguards against victimization of employees and Directors. Whistle Blower Policy is a mechanism to address any complaint(s) related to fraudulent transactions or reporting intentional non-compliance with the Company's policies and procedures and any other questionable accounting/ operational process followed. It provides a 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 Ethics Officer under the aforesaid mechanism. During the year, no such incidence was reported and no personnel were denied access to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower Policy may be accessed on the Company's website at the link: http://www.parsvnath. com/corporate/investors-vmwp.asp?investors=vmw.

29. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following 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 under any scheme.

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

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

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

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, investors, vendors and all other business associates for the continuous support provided by them to the Company and for the confidence in the management of the Company. Your Directors wish to appreciate the confidence reposed by the foreign investors in the Company, by inducting funds for implementation of various ongoing projects of the Company through investment in our SPV Companies.

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

On behalf of the Board of Directors

Sd/-

PRADEEP KUMAR JAIN

Place: New Delhi Chairman

Date: August 19, 2015 DIN 00333486


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2014.

Financial ReSultS

(Rs. in Lacs)

Item Standalone

FY 2013-14 FY 2012-13

Total Revenue 46,830.54 49,612.79

Profit before Depreciation and 5,800.84 14,317.92 tax (PBDt)

Less: Depreciation 1,242.76 1,162.47

Profit Before tax (PBT) 4,558.08 13,155.45

Less: Provision for Taxation 2,218.93 5,788.08

Profit after tax (PAT) 2,339.15 7,367.37

Add: Balance brought forward 91,864.81 68,711.44

Transferred from Debenture 2,000.00 15,786.00

Redemption Reserve

Less: Appropriations - - amount available for 96,203.96 91,864.81 appropriation

DIVIDEND

Your Directors have, with a view to conserve the resources for the operations of the Company, not recommended any dividend for the year under review.

REVIEW OF OPEEATIONS

During the year under review, on consolidated basis, your Company''s Net profit is Rs. 1,622.72 lacs as against Rs. 7,124.47 lacs in Fiscal 2012-2013. The total revenue is Rs. 57,974.88 lacs in Fiscal 2013-2014 as against Rs. 66,957.66 lacs in Fiscal 2012-2013. The profit before tax is Rs. 3,902.35 lacs as against Rs. 13,164.66 lacs in Fiscal 2012-2013. Earnings per Share (EPS) of the Company stood at Rs. 0.37 in Fiscal 2013-2014 as against Rs. 1.64 in Fiscal 2012-2013. On stand-alone basis, EPS of the Company stood at Rs. 0.54 in Fiscal 2013-2014 as against Rs. 1.69 in Fiscal 2012-2013.

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

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, forming part of Directors'' Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is discussed in a separate section of this Annual Report.

SUBSIDIARIES, JOINT VENTURE ENTITIES AND ASSOCIATE COMPANIES

At the beginning of the year, your Company had ffteen subsidiary companies. The project-Specific or sector-Specific subsidiary companies ensure maximum utilization of available resources through focused attention on Specific activities.

During the year under review:

Consequent upon disinvestment of equity shares of Parsvnath Retail Ltd. (PRL) by the Company, PRL has ceased to be a subsidiary company;

Pursuant to acquisition of securities of Parsvnath Hessa Developers Pvt. Ltd. (PHDPL) by the Company from foreign investors, PHDPL has become a wholly owned subsidiary company;

Upon notifcation of revised defnition of subsidiary company under Section 2 of the Companies Act, 2013, Parsvnath Rail Land Project Pvt. Ltd. (PRLPPL) no longer falls under the ambit of a subsidiary company. Further, Parsvnath Buildwell Pvt. Ltd. (PBPL) and Parsvnath Realcon Pvt. Ltd. (subsidiary of PBPL) have become subsidiary companies in terms of the revised defnition.

As required underthe Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements, of the Company and all its subsidiaries, are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies.

Pursuant to the provisions of Section 212(8) of the Act, the Ministry of Corporate Afairs has, vide General Circular No. 2/2011 dated February 08, 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with the annual accounts of holding company.

Accordingly, the Board of Directors of your Company at its meeting held on May 28, 2014 has given its consent, for not attaching the Annual Accounts of the subsidiary companies with that of the holding company and therefore, the Balance Sheet, Statement of profit and Loss and other documents of the subsidiary companies required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company, shall not be attached. However, a statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2014 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any Shareholder of the Company/its subsidiaries seeking such information at any point of time and will also be kept open for inspection by any Shareholder of the Company/its subsidiaries at the registered ofce of the Company and that of the respective subsidiary 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 subsidiaries to any Shareholder on demand.

DEBENTURES

During the year under review, the Company has: fully redeemed Series VIII & XI secured redeemable non- convertible debentures aggregating to Rs. 1,488.51 lacs outstanding at the beginning of the year and Rs. 12,500.00 lacs respectively.

Raised funds to the tune of Rs. 6,000 lacs through issue of Series XII & Series XIII secured freely transferable and Non Convertible Debentures (NCDs) of the face value of Rs. 1 lac each aggregating toRs. 300 lacs &Rs. 5,700 lacs respectively, on private placement basis.

Subsequent to year end, the Company has redeemed first instalment of Series XII &XIII NCDs aggregating toRs. 857.14 lacs.

FIXED DEPOSITS

During the year under review, the Company continued to accept public deposits. As on March 31, 2014, the Company had fixed deposits to the tune of Rs. 1,645.52 lacs. The Company has no overdue deposits other than unclaimed deposits amounting to Rs. 25.54 lacs pertaining to 59 depositors as on March 31, 2014 and out of above 33 depositors having deposits aggregating toRs. 17.69 lacs have subsequently claimed refund of their deposits. The Company has no over-due deposits in respect of any small depositors other than unclaimed deposits. Subsequent to year end, the Company has stopped accepting/ renewing fixed deposits with efect from April 01, 2014 after commencement of the Companies Act, 2013.

DIRECTORS

During the year under review, Shri Ram Niwas Lakhotia, Independent Director, had resigned from the Board of Directors of the Company with efect from August 14, 2013. The Board places on record its appreciation for the valuable guidance and services rendered by him.

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Shri Ramdas Janardhana Kamath, Shri Ashok Kumar and Dr. Pritam Singh, as Independent Directors for a term of 5 (five) consecutive years with efect from September 23, 2014 to September 22, 2019.

The Company has received the requisite disclosures/declarations from Shri Ramdas Janardhana Kamath, Shri Ashok Kumar and Dr. Pritam Singh as required under Section 149 and other applicable provisions of the Companies Act, 2013.

In accordance with the applicable provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Dr. Rajeev Jain, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, ofers himself for re-appointment.

The Notice convening the ensuing Annual General Meeting includes the proposal for appointment/ re-appointment of the Directors. Brief Resumes of the Directors proposed to be appointed/ re- appointed, as required under Clause 49 of the Listing Agreement, are furnished in the explanatory statement to the Notice convening the ensuing Annual General Meeting.

Board committees

During the year under review and period subsequent thereto:

The Board of Directors has re-constituted the Shareholders''/ Investors'' Grievance Committee consequent upon resignation of Shri Ram Niwas Lakhotia. Also, the scope has been enhanced and the Committee has been renamed as the Stakeholders Relationship Committee with efect from May 28, 2014.

Scope of the Remuneration Committee has been enhanced and the Committee has been renamed as the Nomination and Remuneration Committee with efect from May 28, 2014.

Scope of Audit Committee has been enhanced as per the provisions of the Companies Act, 2013 and amended clause 49 of the Listing Agreement with the Stock Exchanges.

The Board of Directors, at its meeting held on May 28,2014, had constituted a Corporate Social Responsibility (CSR) Committee comprising Shri Pradeep Kumar Jain, Chairman, Shri Sanjeev Kumar Jain, Managing Director & CEO and Shri Ashok Kumar, Non-Executive Independent Director and Chairman of the CSR Committee. The composition and terms of reference of the Committee is in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the relevant rules framed thereunder. It is entrusted with the responsibility of formulating and monitoring the Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

A detailed note on the Committees of the Board of Directors is given in the Corporate Governance Report forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, confirm that:

(a) In preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and that there are no material departures;

(b) The accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) Proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) The annual accounts have been prepared on a going concern basis.

INTERNAL CONTROL AND INTERNAL AUDIT

The Company has in place well-Defined internal control mechanism and comprehensive internal audit programmes with the activities of the entire organisation under its ambit. The internal audit programme is reviewed and approved by the Audit Committee at the beginning of each financial year and progress reports are placed before the Committee on a quarterly basis.

AUDIT RECOMMENDATIONS

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non-acceptance of such recommendations.

AUDITORS

M/s Deloitte Haskins & Sells (Deloitte), Chartered Accountants (Firm Registration No. 015125N), Statutory Auditors of the Company, shall retire at the conclusion of the ensuing Annual General Meeting (AGM) and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint Deloitte as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from Deloitte, to such appointment and also a certifcate to the efect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made thereunder, as may be applicable

AUDITORS'' REPORT

A. There is no qualification in the Auditors'' Report on the Stand- alone Financial Statements of the Company for the financial year ended March 31, 2014.

The Auditors in their report to the Members have, however, stated an "Emphasis of Matter" and made certain observations in clauses (x)a and (xi) of the Annexure referred to in their Report and the response of your Directors is as follows:-

"The delays caused in making timely payment of principal and interest on its borrowings and discharge of its statutory liabilities have been due to recession in the real estate industry owing to slowdown in demand. The Company is also facing lack of adequate sources of finance to fund development of its real estate projects resulting in delayed realisations from its customers and lower availability of funds to discharge its liabilities. The Company is exploring alternative sources of finance, including sale of non-core assets to generate adequate cash inflows for meeting these obligations and to overcome this temporary liquidity shortage and is hopeful that these eforts will yield fruitful results."

B. The Auditors'' Report on the Consolidated Financial Statements of the Company for the financial year ended March 31,2014 has been qualified on the following basis:

"The consolidated financial statements include the unaudited financial statements of one subsidiary and one jointly controlled entity (Previous year ended 31st March, 2013: Nil), whose financial statements refect total assets ofRs. 19,087.53 lacs as at 31st March, 2014, total revenue of Rs. 3,951.74 lacs and net cash flows amounting to Rs. 71.85 lacs for the year ended on that date, as considered in the consolidated financial statements. Our opinion, in so far as it relates to the amounts included in respect of the subsidiary and jointly controlled entity, is based solely on such unaudited financial statements".

The qualification is appearing since the financial statements of Parsvnath Buildwell Private Limited, subsidiary company and Palakkad Infrastructure Private Limited, jointly controlled entity have been consolidated on the basis of unaudited financial statements.

COST AUDITORS

The Company has appointed M/s Chandra Wadhwa & Company, Cost Accountants, as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year 2014-15.

SECRETARIAL AUDITORS

The Board of Directors of the Company appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the

Secretarial Audit of the Company for the Financial Year 2014-15.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, forming part of the Directors'' Report and the Certifcate from the Company''s Auditors confirming compliance of Corporate Governance norms, as prescribed under Clause 49 of the Listing Agreement, are included in the Annual Report.

CODE OF CONDUCT

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by the Managing Director & CEO afirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2013-14 is annexed and forms part of Corporate Governance Report.

LISTING WITH STOCK EXCHANGES

During the year under review, the equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and Delhi Stock Exchange Limited (DSE). The listing fee for the financial year 2014-15 has been paid by the Company to NSE and BSE. The Equity Shares of the Company continue to be included in the list of CNX Nifty 500 index of NSE.

The Board of Directors at its meeting held on August 12, 2014 has decided to get the equity shares of the Company delisted from DSE.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has, during the year under review, transferred a sum of Rs. 18.49 lacs to Investor Education and Protection Fund (IEPF), in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amount represents application money received by the Company with respect to its Initial Public Ofer in the financial year 2006-07, which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

During the financial year 2014-15, the dividend declared by the Company for financial year 2006-07, remaining unclaimed in terms of Section 205C of the Companies Act, 1956 is being transferred to IEPF. The applicants are entitled to claim the unclaimed dividend amount for financial year 2007-08 before transfer of the amount to the said Fund. The details of such unclaimed money together with the procedure for claiming the same has been detailed in the Corporate Governance Report and the Notice convening the Annual General Meeting forming part of the Annual Report.

DISCLOSURES

1. conservation of energy, technology absorption, foreign exchange earnings and outgo

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. During the year under review, the Company has nil foreign exchange earnings and has incurred expenditure ofRs. 254.22 lacs, as compared to nil foreign exchange earnings and expenditure ofRs. 105.50 lacs in the previous year respectively.

2. Particulars of employees

The statement showing particulars of the employees of the Company, to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed hereto and forms part of this report.

CORPORATE SOCIAL RESPONSIbILITY

The Company is a responsible corporate citizen and is conscientiously working towards fulfilling its Corporate Social Responsibility (CSR). A separate section on CSR forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, investors, vendors and all other business associates for the continuous support provided by them to the Company and for the confdence in the management of the Company. Your Directors wish to appreciate the confdence reposed by the foreign investors in the Company, by inducting funds for implementation of various ongoing projects of the Company through investment in our SPV Companies.

The Directors also wish to acknowledge the contribution made by employees at all levels for steering the growth of the organisation. We thank the Government of India, the State Governments and other Government Agencies for their assistance and cooperation and look forward to their continued support in future.

On behalf of the Board of Directors

Sd/- Place: New Delhi PRADEEP KUMAR JAIN

Date : August 12, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Financial Statements of the Company for the fi nancial year ended March 31, 2013.

Financial Results

[Rs.in lacs]

Total Revenue 49,612.79 73,857.93

Profi t before Depreciation 14,317.92 15,562.43 and Tax (PBDT)

Less: Depreciation 1,162.47 1,499.48

Profi t Before Tax (PBT) 13,155.45 14,062.95

Less: Provision for Taxation 5,788.08 11,510.03

Profi t After Tax (PAT) 7,367.37 2,552.92

Add: Balance brought forward 68,711.44 70,694.52

Transferred from Debenture 15,786.00 1,214.00 Redemption Reserve Less: Appropriations

Transferred to Debenture 5,750.00

Redemption Reserve

Amount available for 91,864.81 68,711.44

Appropriation

Dividend

Your Directors have, with a view to conserve the resources for the operations of the Company, not recommended any dividend for the year under review.

Extension of time to convene the Annual General Meeting

Pursuant to the approval granted by the Registrar of Companies, NCT of Delhi & Haryana for extension of 3 months'' time for holding the 22nd Annual General Meeting (AGM) of the Members of the Company for the Financial Year ended March 31, 2013 i.e. upto December 31, 2013, the Board of Directors has decided to convene the 22nd AGM on December 30, 2013.

Review of Operations

The fi nancial year 2012-13 began on a challenging note for the real estate sector, with rising costs and a tight funding environment which slowed down the demand and impacted operations of the companies in the sector. However, with the Indian Economy getting stabilised, positive news began to fl ow in.

During the year under review, on consolidated basis, your Company''s Net Profi t is Rs.7,124.47 lacs in Fiscal 2012-2013 as against Rs.5,608.80 lacs in Fiscal 2011-2012. The total revenue is Rs.66,957.66 lacs in Fiscal 2012-2013 as against Rs.98,121.41 lacs in Fiscal 2011-2012. The Profi t before tax is Rs.13,164.66 lacs as against Rs.20,114.34 lacs in Fiscal 2011-2012. Earnings per Share (EPS) of the Company stood at Rs.1.64 in Fiscal 2012-2013 as against Rs.1.29 in Fiscal 2011-2012. On stand-alone basis, Earnings per Share (EPS) of the Company stood at Rs.1.69 in Fiscal 2012-2013 as against Rs.0.59 in Fiscal 2011-2012.

During the period subsequent to Year end, the Company had launched ''25:75 House of Happiness'' Scheme, which was kept open for a specifi c period and was applicable to 16 residential and 4 commercial projects of the Company. It required the buyers to make a down-payment of merely 25% while booking their property and rest at the time of offer of possession. This ''risk-free'' Scheme was aimed to transform the way houses are sold. It provided the buyers with immense relief as they may no longer have to resort to bank loans and EMIs and this, in turn, created a boost in demand for Company''s properties across India in cities like New Delhi, Greater Noida, Ghaziabad, Sonepat, Dharuhera, Moradabad, Ujjain, Saharanpur, Bhiwadi, Panchkula and Rajpura and the Scheme generated a overwhelming response from the buyers.

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

Management Discussion and Analysis

The Management Discussion and Analysis Report, forming part of Directors'' Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is discussed in a separate section of this Annual Report.

Subsidiaries, Joint Venture Entities and Associate Companies

At the beginning of the year, your Company had fi fteen subsidiary companies. The project-specifi c or sector- specifi c subsidiary companies ensure maximum utilization of available resources through focused attention on specifi c activities.

During the year under review, Parsvnath HB Projects Pvt. Ltd. (erstwhile Gazala Promoters and Developers Pvt. Ltd.) became a subsidiary company and Parsvnath Realty Ventures Ltd. (erstwhile Parsvnath Royal Orchid Hotels Ltd.) has ceased to be a step-down subsidiary of the Company.

Subsequent to year end:

- Consequent upon disinvestment of equity shares of Parsvnath Retail Ltd. (PRL) by the Company, PRL has ceased to be subsidiary company;

- Pursuant to acquisition of securities of Parsvnath Hessa Developers Pvt. Ltd. (PHDPL) by the Company from PE funds, PHDPL has become subsidiary company;

- Upon notifi cation of revised defi nition of subsidiary company under Section 2 of the Companies Act, 2013, Parsvnath Rail Land Project Pvt. Ltd. (PRLPPL) no longer falls under the ambit of a subsidiary company. Further, Parsvnath Buildwell Pvt. Ltd. (PBPL) & Parsvnath Realcon Pvt. Ltd. (subsidiary of PBPL) have become subsidiary companies in terms of the revised defi nition.

As required under the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its subsidiaries are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act"). These fi nancial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies.

Pursuant to the provisions of Section 212(8) of the Act, the Ministry of Corporate Affairs has, vide General Circular No. 2/2011 dated February 08, 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with the annual accounts of holding company.

Accordingly, the Board of Directors of your Company at its meeting held on May 28, 2013 has given its consent, for not attaching the Annual Accounts of the subsidiary companies with that of the holding company and therefore, Balance Sheet, Statement of Profi t and Loss and other documents of the subsidiary companies required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company, shall not be attached. However, a statement containing brief fi nancial details of the Company''s subsidiaries for the fi nancial year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any Shareholder of the Company/its subsidiaries seeking such information at any point of time and will also be kept open for inspection by any Shareholder of the Company/ its subsidiaries at the registered offi ce of the Company and that of the respective subsidiary 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 subsidiaries to any Shareholder on demand.

Debentures

During the year under review, the Company has fully redeemed Series VII Secured Redeemable Non-Convertible Debentures (NCDs) aggregating to Rs.10,000 lacs; Series IX NCDs aggregating to Rs.10,000 lacs & Series X NCDs aggregating to Rs.370 lacs outstanding at the beginning of the year and part redeemed Series VIII NCDs aggregating to Rs.4,213.49 lacs.

During the period subsequent to Year end, the Company has raised funds to the tune of Rs.5,900 lacs through issue of Series XII and Series XIII secured freely transferable and Non Convertible Debentures of the face value of Rs.1,00,000/-each aggregating to Rs.295 Lacs & Rs.5,605 Lacs respectively on private placement basis.

Fixed Deposits

Your Company continues to accept public deposits. The Fixed Deposits Scheme is receiving a good response and the management of the Company is thankful to all the investors for participating in the Scheme and for the trust reposed in the Company. As on March 31, 2013, the Company has fi xed deposits to the tune of Rs.1,415.16 lacs. The Company has no overdue deposits other than unclaimed deposits amounting to Rs.20.28 lacs pertaining to 57 depositors as on March 31, 2013 and out of above 42 depositors having deposits aggregating to Rs.14.19 lacs have subsequently claimed refund or renewed their deposits. The Company has no over-due deposits in respect of any small depositors other than unclaimed deposits.

Directors

During the year under review:

- Shri Sunil Kumar Jain and Dr. Vinod Juneja, Independent Directors have resigned from the Board of Directors of the Company w.e.f. November 08, 2012 and February 14, 2013 respectively.

- In accordance with the applicable provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Dr. Rajeev Jain and Shri Ashok Kumar, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary resolutions for their re-appointment are being included in the Notice convening the ensuing Annual General Meeting.

Brief Resume of the Directors being re-appointed, as required under Clause 49 of the Listing Agreement, are furnished in the explanatory statement to the Notice convening the ensuing Annual General Meeting.

During the period subsequent to Year end, Shri Ram Niwas Lakhotia, Independent Director has resigned from the Board of Directors of the Company w.e.f. August 14, 2013.

Board Committees

The Board of Directors has re-constituted the Audit, Shareholders''/ Investors'' Grievance and Remuneration Committees consequent upon resignation of the Directors as aforesaid.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, confi rm that:

(a) in preparation of the annual accounts for the fi nancial year ended March 31, 2013, the applicable accounting standards have been followed and that there are no material departures;

(b) the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fi nancial year and of the profi t of the Company for that period;

(c) proper and suffi cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a going concern basis.

Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 015125N), Statutory Auditors of the Company, shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint them as Statutory Auditors of the Company to hold offi ce until conclusion of the next Annual General Meeting. The Auditors have confi rmed that the re-appointment, if made, will be within the limits as prescribed under Section 224 (1B) of the Companies Act, 1956.

Auditors'' Report

There is no qualifi cation in the Auditors'' Report on the Financial Statements of the Company for the fi nancial year ended March 31, 2013.

The Auditors in their report to the Members have, however, stated an "Emphasis of Matter" and made certain observations in the clauses (x) a and (xi) of the Annexure referred to in their Report and the response of your Directors is as follows:-"The delays caused in making timely payment of principal and interest on its borrowings and discharge of its statutory liabilities have been due to recession in the real estate industry owing to slowdown in demand. The Company is also facing lack of adequate sources of fi nance to fund development of its real estate projects resulting in delayed realisations from its customers and lower availability of funds to discharge its liabilities. The Company is exploring alternative sources of fi nance, including sale of non-core assets to generate adequate cash infl ows for meeting these obligations and to overcome this temporary liquidity shortage and is hopeful that these efforts will yield fruitful results."

Corporate Governance

A separate section on Corporate Governance, forming part of the Directors'' Report and the Certifi cate from the Company''s Auditors confi rming compliance of Corporate

Governance norms, as prescribed under Clause 49 of the Listing Agreement, are included in the Annual Report.

Code of Conduct

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by the Managing Director & CEO affi rming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the fi nancial year 2012-13 is annexed and forms part of Corporate Governance Report.

Listing with Stock Exchanges

During the year under review, the equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and Delhi Stock Exchange Limited (DSE). The listing fee for the fi nancial year 2013-14 to all these stock exchanges has been paid by the Company. The Equity Shares of the Company continue to be included in the list of CNX Nifty 500 index of NSE.

Disclosures

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

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. During the year under review, the Company has no foreign exchange earnings and has incurred expenditure of Rs.105.50 lacs as compared to foreign exchange earnings of Rs.43.93 lacs and expenditure of Rs.166.03 lacs in the previous year respectively.

2. Particulars of Employees

The statement showing particulars of the employees of the Company, to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed hereto and forms part of this report.

Corporate Social Responsibility (CSR)

The Company is a responsible corporate citizen and is conscientiously working towards fulfi lling its Corporate Social Responsibility. A separate section on CSR forms part of the Annual Report.

Acknowledgement

Your Directors wish to place on record their sincere gratitude to the shareholders, customers, bankers, fi nancial institutions, investors, vendors and all other business associates for the continuous support provided by them to the Company and for their confi dence in the management of the Company. Your Directors wish to appreciate the confi dence reposed by the foreign investors in the Company, by inducting funds for implementation of various ongoing projects of the Company through investment in our SPV Companies. Your Directors also acknowledge the contribution made by the employees of the Company at all levels.

On behalf of the Board of Directors

Sd/-

Place: New Delhi PRADEEP KUMAR JAIN

Date: November 06, 2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 21st Annual Report, together with the audited accounts of the Company for the financial year ended March 31, 2012.

Financial Results

[Rs. In lacs]

Item STANDALONE

FY 2011-12 FY 2010-11*

Total Revenue 73,857.93 75,154.02

Profit before Depreciation and

Tax (PBDT) 15,562.43 11,800.82

Less: Depreciation 1,499.48 1,632.65

Profit Before Tax (PBT) 14,062.95 10,168.17

Less: Provision for Taxation 11,510.03 2,620.46

Profit After Tax (PAT) 2,552.92 7,547.71

Add: Balance brought forward 70,694.52 73,146.81

Transferred from Debenture

Redemption Reserve 1,214.00 4,750.00

Less: Appropriations

Transferred to Debenture

Redemption Reserve 5,750.00 14,750.00

Amount available for

Appropriation 68,711.44 70,694.52

* Figures of previous year have been regrouped/ reclassified, wherever required.

Dividend

Your Directors have, with a view to conserve the resources for the operations of the Company, not recommended any dividend for the year under review.

Review of Operations

During the year 2011-12, the pace of global economic growth slowed down considerably to 3.8 per cent as compared to 5.2 per cent in the previous year.

In the short-term, the domestic real estate sector is passing through a challenging phase amidst global uncertainties, weakening of growth in domestic economy, rising interest rates and muted sales volumes. However, despite these negative sentiments, the long-term growth story for the real estate sector continues to be intact since the fundamental demand drivers i.e. increasing urbanisation, favourable demographics, growth of the services sector and rising incomes are still intact.

The financial year 2011-12 was quite challenging for the Company in the backdrop of increasing input cost and higher funding cost. The Company was also affected adversely as a result of non-extension of time by the Central Government for completion of specified projects, for availing income-tax exemption, resulting in reversal of income tax exemption earlier availed by the Company for such projects.

During the year under review, on standalone basis, your Company earned total revenue of Rs. 73,857.93 lacs in Fiscal 2011-2012 as against Rs. 75,154.02 lacs in Fiscal 2010-2011. The Profit before tax is Rs. 14,062.95 lacs as against Rs. 10,168.17 lacs in Fiscal 2010-2011. Profit after tax is Rs. 2,552.92 lacs as against Rs. 7,547.71 lacs in Fiscal 2010-2011. Earnings per Share (EPS) of the Company stood at Rs. 0.59 in Fiscal 2011-2012 as against Rs. 1.82 in Fiscal 2010-2011

During the year under review, on consolidated basis, your Company's total revenue isRs. 98,121.41 lacs in Fiscal 2011-2012 as against Rs. 94,240.15 lacs in Fiscal 2010-2011. The Profit before tax is Rs. 20,114.34 lacs as against Rs. 23,856.00 lacs in Fiscal 2010-2011. Net Profit is Rs. 5,608.80 lacs in Fiscal 2011- 2012 as against Rs. 14,105.95 lacs in Fiscal 2010-2011. Earnings per Share (EPS) of the Company stood at Rs. 1.29 in Fiscal 2011- 2012 as against Rs. 3.40 in Fiscal 2010-2011

The key highlights pertaining to the business of your Company including its subsidiaries, for the year 2011-12 and period subsequent thereto, are given hereunder:

a) Approvals/ Certificates

- Obtained approval of Building plans for a commercial building on a plot of land at K.G. Marg, New Delhi

- Secured a fresh 'Letter of Intent' from Directorate of Town & Country Planning, Haryana for 50.56 acres for Karnal Township and for 3.106 acres for Commercial project at Badshahpur, Gurgaon

- Received the notification for Hyderabad Biotechnology SEZ.

b) New Developments

- Launch of luxury residential project "Parsvnath Exotica, Ghaziabad"

- Marking foray into the Affordable Hospitality segment- first hotel of the Company's 100% subsidiary viz. Parsvnath Hotels Limited, under the name "Comfort Inn Anneha" became operational at Greater Kailash Enclave II, New Delhi

c) New Projects/ Forthcoming Launches

- Parsvnath City, Karnal

- Parsvnath Greens, Derabassi

- Parsvnath City Centre, Bhiwadi

- Parsvnath Pleasant, Dharuhera

d) During the year under review, the Company offered possessions in various projects to its customers including the following:

- Parsvnath Pratishtha, Pune (Part completion/ possession)

- Parsvnath Exotica, Gurgaon (Part possession)

- Parsvnath Royale Floors, Jodhpur (Part possession)

- Parsvnath City, Sonepat A-Block (Villas) (Part possession)

- Parsvnath City, Indore (Part possession)

- Parsvnath City, Ujjain (Part possession)

- Parsvnath Narayan City, Jaipur (Part possession)

- Parsvnath City, Jodhpur (Part possession)

- Parsvnath City, Dharuhera (Part possession)

- Parsvnath Planet, Lucknow

e) Projects likely to be completed / Possession likely to be offered in near future and planned during the current year

- Parsvnath Pratibha, Moradabad (Part completion/ possession)

- Parsvnath Exotica, Gurgaon (Tower No.D4,D5 & D6)

- Parsvnath Pratishtha, Pune (C & D Blocks)

- Parsvnath Regalia, Ghaziabad

- Parsvnath Sterling, Ghaziabad

- Parsvnath City, Dharuhera (Villas)

- Derabassi Greens I & II

- Parsvnath City, Rohtak

- Parsvnath City, Ujjain (Part completion/ possession)

- Parsvnath Paliwal City, Panipat

f) Foreign Direct Investment

As the members are aware, the Company has tied up with overseas investors for the Foreign Direct Investment in respect of the following projects:

1. Parsvnath Exotica, Ghaziabad, a premium residential project at Ghaziabad, spread over an area of 31 acres, being developed by Parsvnath Buildwell Pvt. Ltd., the Project SPV, pursuant to assignment of development rights by the Company, in which Anuradha SA Investments LLC and Anuradha Ventures Ltd., funds managed by SUN-Apollo, an international real estate private equity fund shall be investing upto Rs. 1,000 million for a 49% stake in the Project SPV. The construction of the project has already commenced pursuant to obtaining of requisite approvals. The project was re-launched during the year under review, which received overwhelming response from the customers/ investors. The Company has received funds to the tune of Rs. 5,000 lacs during the year from the overseas investors in terms of the agreement entered into with them.

2. a) The project "Redfort Parsvnath Towers", a landmark 'A' grade modern state-of-the-art office-cum-commercial complex of International Standards located at Bhai Veer Singh Marg, New Delhi, being implemented by Parsvnath Estate Developers Pvt. Ltd. (PEDPL), the Project SPV, in terms of the Concession Agreement executed with Delhi Metro Rail Corporation Ltd. (DMRC) and funding from Red Fort Capital, a leading international private equity real estate fund, is nearing completion. The contractor, Larsen & Toubro Ltd. (L&T), India's leading construction and engineering firm shall be completing the project during the year 2012-13. This project offers end-users world class design, modern floor plates and compelling value. Located on a 5-acre parcel adjacent to the five-star Metropolitan Hotel, the project has a large leasable area with adequate basement parking spaces and a wide array of mixed-use facilities and amenities for catering to the needs of high profile clients for office space.

b) Pursuant to award of bid to the Company for developing a prime land of 38.3 acres at Sarai Rohilla, New Delhi, auctioned by Rail Land Development Authority (RLDA) for Rs. 1,651.51 Crores, the Company has made a payment of Rs. 330.30 Crores as the first tranche of lease premium through its subsidiary company, Parsvnath Promoters And Developers Pvt. Ltd. (PPDPL) upon joining hands with Red Fort Capital by way of off-loading 49% stake to them for Rs. 110 Crores. However, RLDA though initially accepted PPDPL as the Project SPV, later on withdrew their assent for using the said PPDPL as Project SPV and asked for a new Company to be incorporated as Project SPV in terms of the Request For Proposal (RFP). However, the Company had approached the Hon'ble High Court of Delhi to, inter alia, direct RLDA to accept PPDPL as Project SPV. Meanwhile, the Company also incorporated a new SPV viz. Parsvnath Rail Land Project Pvt. Ltd. (PRLPPL) and offered to RLDA for accepting the same as Project SPV for this project and RLDA has acceded to our request and have asked us to fulfil other terms of the RFP. Suitable steps are being taken to enable PRLPPL to go ahead with the development of the project at the earliest.

Besides the above, the following FDI projects are progressing satisfactorily:

1) Parsvnath La-Tropicana, a premium residential project on 16.8 acres of land situated at Civil Lines, Delhi with equity funding from Sterling Pathway, Mauritius and Banrod Investments Ltd., Cyprus and loan from J.P. Morgan Advisors Pvt. Ltd., all J.P. Morgan group entities, through the Project SPV viz. Parsvnath Landmark Developers Pvt. Ltd

2) Parsvnath Exotica, Gurgaon, a premium residential project on 30 acres of land situated Opp. Golf Course, Main Sector Road, Sector 53, Gurgaon, with funding from SUN-Apollo entities, through the Project SPV viz. Parsvnath Hessa Developers Pvt. Ltd.

g) Status of Other Projects

- Prideasia Project at Chandigarh

The arbitration proceedings between the Company and Chandigarh Housing Board (CHB) with respect to Company's integrated Project on land admeasuring 123.79 acres situated at Rajiv Gandhi Technology Park, Chandigarh, were stayed by Hon'ble Punjab & Haryana High Court. Subsequently, a Special Leave Petition (SLP) has been filed by the Company before the Supreme Court and the matter is progressing as on date.

- Film City Project at Chandigarh

The arbitration proceedings, between Parsvnath Film City Ltd. (PFCL), one of the subsidiary Companies and Chandigarh Administration (CA) for seeking refund of allotment money amounting to Rs. 4,775 lacs paid to CA, have since been completed. The Arbitral Tribunal made its Award in favour of PFCL Subsequently, CA filed a Petition before the District Judge at Chandigarh challenging the Award and the matter is being contested by PFCL.

In line with Company's strategy to reduce debt, the Company has continued with the strategic and comprehensive portfolio review of its real estate assets, with a view to exit the non-core assets as and when any suitable opportunity arises.

The construction and development of projects at various other locations is currently in progress. Going forward, the Company has identified following priority areas:

1) Emphasis on execution of existing projects;

2) Strengthening of balance sheet and reducing the debt balance;

3) Outsourcing construction and project management to improve execution performance in key projects;

4) Continued focus on affordable segment; and

5) Exit from non-core Assets.

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

Management Discussion and Analysis

The Management Discussion and Analysis Report, forming part of Directors' Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is discussed in a separate section of this Annual Report.

Subsidiaries, Joint Venture Entities and Associate Companies

At the beginning of the year, your Company had fourteen subsidiary companies. The project-specific or sector-specific subsidiary companies ensure maximum utilization of available resources through focused attention on specific activities.

During the year under review, Parsvnath Rail Land Project Pvt. Ltd. became a subsidiary company.

As required under the Listing Agreement with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its subsidiaries are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies.

Pursuant to the provisions of Section 212(8) of the Act, the Ministry of Corporate Affairs has, vide General Circular No. 2/2011 dated February 08, 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with the annual accounts of holding company.

Accordingly, the Board of Directors of your Company at its meeting held on May 30, 2012 has given its consent, for not attaching the Annual Accounts of the subsidiary companies with that of the holding company and therefore, Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company, shall not be attached. However, a statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any Shareholder of the Company/its subsidiaries seeking such information at any point of time and will also be kept open for inspection by any Shareholder of the Company/its subsidiaries at the registered office of the Company and that of the respective subsidiary 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 subsidiaries to any Shareholder on demand

Debentures

During the year under review, the Company has part redeemed Series VIII & Series X Secured Redeemable Non-Convertible Debentures (NCDs), aggregating to Rs.298 lacs and Rs.2,130 lacs respectively

Series VII & Series IX NCDs aggregating to Rs.20,000 lacs are isted on National Stock Exchange of India Limited and BSE Limited and the Company has complied/ is complying with all the listing requirements

Fixed Deposits

Your Company continues to accept public deposits for 6 months 1 year, 2 years and 3 years tenure. The Fixed Deposits scheme has received a good response and the management of the Company is thankful to all the investors for participating in the scheme and for the trust reposed in the Company. As on March 31, 2012, the Company has fixed deposits to the tune of Rs.1,237.43 lacs. The Company has no overdue deposits other than unclaimed deposits amounting to Rs.11.30 lacs, pertaining to 32 depositors, as on March 31, 2012 and out of above 29 depositors having deposits aggregating to Rs.10.35 lacs have subsequently claimed refund or renewed their deposits

Raising of additional long-term funds by further issuance of Securities including through Qualified Institutions Placement (QIP)

Your Company proposes to raise funds by issuance of Securities such as Equity Shares, Preference Shares, Convertible Debentures, Non-Convertible Debentures etc., in one or more tranches, in such form (including through QIP as prescribed under Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009), on such terms, in such manner, at such price or prices and at such time as may be considered appropriate by the Board, to the various categories of domestic and/or international investors, for the purpose of meeting its funding requirement for execution of projects repayment of high cost loans, general corporate purposes and to augment its financial position and approval of Members is being sought for this purpose in the ensuing Annual General Meeting. This will enable the Company to raise funds within a period of twelve months from the date of approval in the manner aforesaid

Directors

During the year under review:

- Shri Gobind Ram Gogia, Whole-time Director designated as 'Director (Business Development)' resigned w.e.f. December 31, 2011

- In accordance with the applicable provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Dr. Pritam Singh and Shri Sunil Kumar Jain, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary resolutions for their re-appointment are being included in the Notice convening the ensuing Annual General Meeting

Brief Resume of the Directors being re- appointed, as required under Clause 49 of the Listing Agreement, are furnished in the explanatory statement to the Notice convening the ensuing Annual General Meeting

Board Committees

The Board of Directors has re-constituted the Shareholders'/ Investors' Grievance Committee twice, by inducting Dr. Rajeev Jain in place of Shri Gobind Ram Gogia and further by inducting Shri Sanjeev Kumar Jain, Managing Director and Shri Ramdas Janardhana Kamath, as Members

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, confirm that:

(a) in preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed and that there are no material departures;

(b) the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a going concern basis.

Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 015125N), Statutory Auditors of the Company shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint them as Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting. The Auditors have confirmed that the re- appointment, if made, will be within the limits as prescribed under Section 224 (1B) of the Companies Act, 1956.

Auditor's Report

There is no qualification in the Auditor's Report on the Annual Accounts of the Company for the financial year ended March 31, 2012. They have, however, made certain observations in their Report and the Board would like to draw your attention to the following:

1. Clause (x)(a) of the Annexure referred to in Paragraph 3 of the Auditor's Report:

The delays caused in making payment of certain statutory dues during the financial year has been due to the continued liquidity problems caused by inadequate cash inflows during the financial year and the Company had to utilize the available cash inflows formeeting its various urgent needs. However, there were no undisputed statutory dues which were outstanding for more than six months since they became due except Income tax dues.

2. Clause (xi)of the Annexure referred to in Paragraph 3 of the Auditor's Report:

The Company continued to face difficulties in making timely payments of its dues to Banks, Financial Institutions and Debentureholders during the financial year as a result of lack of adequate cash inflows. Efforts are being made to generate adequate cash flows during the current financial year for meeting these obligations in a timely manner and the Company is hopeful that these efforts will yield fruitful results.

Corporate Governance

A separate section on Corporate Governance, forming part of the Directors' Report and the Certificate from the Company's Auditors confirming compliance of Corporate Governance norms, as prescribed under Clause 49 of the Listing Agreement, are included in the Annual Report.

Code of Conduct

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by the Managing Director & CEO affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2011-12 is annexed and forms part of Corporate Governance Report.

Listing with Stock Exchanges

During the year under review, the equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and Delhi Stock Exchange Limited (DSE). Further, Series VII & Series IX NCDs remained listed on NSE and BSE. The listing fee for the financial year 2012-13 to all these stock exchanges has been paid by the Company. The Equity Shares of the Company continue to be included in the list of S&P CNX 500 index of NSE.

Disclosures

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

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. The foreign exchange earnings and expenditure of the Company during the year under review were Rs.43.93 lacs and Rs.166.03 lacs respectively as compared to Rs.38.66 lacs and Rs. 89.68 lacs in the previous year respectively.

2. Particulars of Employees

The statement showing particulars of the employees of the Company, to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed hereto and forms part of this report.

Corporate Social Responsibility (CSR)

The Company is a responsible corporate citizen and is conscientiously working towards fulfilling its Corporate Social Responsibility. A separate section on CSR forms part of the Annual Report.

Acknowledgement

Your Directors wish to place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, investors, vendors and all the other business associates for the continuous support provided by them to the Company and for their confidence in the management of the Company. Your Directors wish to appreciate the confidence reposed by the foreign investors in the Company, by inducting funds for implementation of various ongoing projects of the Company through investment in our SPV Companies. Your Directors also place on record their deep appreciation for the contribution made by Shri G.R. Gogia, Whole-time Director who was associated with the Company for nearly a decade in different capacities and resigned due to health reasons during the year. Your Directors also acknowledge the contribution made by the employees of the Company at all levels.

On behalf of the Board of Directors

Place: New Delhi Sd/-

Date: August 13, 2012 PRADEEP KUMAR JAIN

Chairman


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 20th Annual Report, together with the audited accounts of the Company for the financial year ended March 31, 2011.

Financial Results

[Rs. in lacs]

Item STANDALONE

FY 2010-11 FY 2009-10

Total Revenue 75,154.02 81,717.56

Profit before Interest, Depreciation

and Tax (PBIDT) 17,844.26 26,903.72

Less: Interest & Finance Charges 5,504.44 7,892.76

Profit before Depreciation and Tax

(PBDT) 12,339.82 19,010.96

Less: Depreciation 1,632.65 2,132.93

Profit Before Tax (PBT) 10,707.17 16,878.03

Less: Provision for Taxation 3,159.46 3,492.94

Profit After Tax (PAT) 7,547.71 13,385.09

ADD:

Balance brought forward 73,146.81 59,511.72

Transferred from Debenture 4,750.00 250.00

Redemption Reserve

LESS: APPROPRIATIONS

Transferred to Debenture 14,750.00 -

Redemption Reserve

Balance Carried to the Balance Sheet 70,694.52 73,146.81

Dividend

Your Directors have, with a view to conserve the resources for the operations of the Company, not recommended any dividend for the year under review.

Review of Operations

Fiscal 2010- 2011 was a mixed year for the Indian economy. The economy began the year on a confident note with high growth, which however tapered off towards the close of the year. The biggest threat to the growth of the performance of the Indian economy was the rising inflation, which spilled over to affect the rest of the economy and to push up raw material costs in the industrial economy.

The real estate sector is a key growth driver of the Country's economy. The contribution of the residential segment alone to India's GDP is around 5 to 6 %. The sector continued to strengthen in the first half of the fiscal year witnessing robust demand and broad based recovery across diverse product segments and micro markets.

However, your Company has progressed well on all its key business parameters that it had set and will continue to put thrust on faster execution, timely deliveries and maximising cash flows.

During the year under review, on standalone basis, your Company's total revenue is Rs.75,154.02 lacs in Fiscal 2010-2011 as against Rs.81,717.56 lacs in Fiscal 2009-2010. The Profit before tax is Rs.10,707.17 lacs as against Rs.16,878.03 lacs in Fiscal 2009- 2010. Profit after tax is Rs.7,547.71 lacs as against Rs.13,385.09 lacs in Fiscal 2009-2010. Earnings per Share (EPS) of the Company stood at Rs.1.82 per share in Fiscal 2010-2011 as against Rs.3.50 per share in Fiscal 2009-2010.

During the year under review, on consolidated basis, your Company's total revenue is Rs.94,240.15 lacs in Fiscal 2010- 2011 as against Rs.98,818.20 lacs in Fiscal 2009-2010. The Profit before tax increased by 25.03 % from Rs.19,619.07 lacs in Fiscal 2009-2010 to Rs.24,529.47 lacs in Fiscal 2010-2011. Net Profit increased by 4.59% from Rs.13,486.38 lacs in Fiscal 2009-2010 to Rs.14,105.95 lacs in Fiscal 2010-2011. Earnings per Share (EPS) of the Company stood at Rs.3.40 per share in Fiscal 2010-2011 as against Rs.3.52 per share in Fiscal 2009-2010.

The key highlights pertaining to the business of your Company, including its subsidiaries, for the year 2010-11 and period subsequent thereto, are given hereunder:

a) Approvals/ Certificates

- Awarded a Safety Certificate by Delhi Metro Rail Corporation Ltd. (DMRC) for completing "one million man hours worked without reportable incident" with regard to the construction of Dhaula Kuan Metro Station at the Airport Metro Express Line.

- Won the bid for a 38.3 acres prime land in Sarai Rohilla, New Delhi, auctioned by Rail Land Development Authority (RLDA) for Rs.1,651.51 Crores. Letter of Acceptance (LOA) has been received and the Company has paid Rs.330.30 Crores towards the first tranche of lease premium through one of its subsidiary companies.

The development would mainly consist of luxury Residential Apartments alongwith required infrastructure and the total developable area would be over four million sq. ft.

- Completion/ Occupancy Certificate received for the following Projects:-

- Occupancy Certificate received for Eight Towers of Exotica Group Housing project, an ultra modern Luxury Project at Gurgaon.

- Occupancy Certificate received for Parsvnath Commercial Complex, Seelampur Metro Station from Municipal Corporation of Delhi.

- Completion Certificate received for Parsvnath City (A & B block) at Indore, Madhya Pradesh.

- Completion certificate received for Akshardham Metro Station, Delhi from DMRC.

b) New Licences/Sanctions

- Received Licence for Rohtak Township, comprising an area of 118.188 acres from the Town and Country Planning Department of Haryana Government.

- Building Plans approval received for construction of an Ultra modern Group Housing Project at Subhash Nagar, New Delhi from Municipal Corporation of Delhi.

- Environment Clearance received for Parsvnath City, Lucknow and Parsvnath City, Rohtak.

- No-Objection Certificate received from Airport Authority of India for construction of Parsvnath Mall- cum-Hotel, Kukatpally, Hyderabad.

c) New Projects/ Forthcoming Launches

- "Red Fort Parsvnath Towers", A-Grade Office-cum- Commercial Complex in the heart of New Delhi's Connaught Place Zone on Bhai Veer Singh Marg.

- "The Parsvnath", an ultra-modern state-of-the-art Office-cum-Retail Complex on Kasturba Gandhi Marg, New Delhi

- Parsvnath Paramount, a Super Luxury Air-conditioned Group Housing Project, at Subhash Nagar, New Delhi (Re-launch)

- Parsvnath Exotica Group Housing Project, Ghaziabad (Re-launch).

d) Projects completed/Possession Offered

- Parsvnath Exotica Group Housing, Phase I & II, Gurgaon

- Parsvnath Panorama Group Housing, Greater Noida

- Parsvnath Green Ville, Gurgaon (Tower Block)

- Parsvnath Narayan City, Jaipur

- Parsvnath Royale Floors, Jodhpur (Part possession)

- Parsvnath Panchvati, Agra

- Parsvnath City, Jodhpur (Part possession)

- Parsvnath City, Ujjain (Block D)

- Parsvnath City, Sonepat (Block A)

- Parsvnath King City, Rajpura (Phase I & II)

- Parsvnath City, Dharuhera (Part possession)

- Parsvnath City, Indore (Block A & B)

- Parsvnath Paradise -II, Ghaziabad

- Parsvnath Kaushambi Mall, Ghaziabad

- Parsvnath City Mall, Faridabad

- Parsvnath Eleganza, Dehradun

- Parsvnath Metro Mall, Seelampur Metro Station (Part I), Delhi

e) Projects likely to be completed / Possession offered/ likely to be offered

- Parsvnath Exotica, Group Housing, (Phase III & IV), Gurgaon

- Parsvnath Regalia, Group Housing, Ghaziabad

- Parsvnath Sterling, Group Housing, Ghaziabad

- Parsvnath Pratibha, Group Housing, Moradabad

- Parsvnath Pratishtha, Group Housing, Pune

- Parsvnath Planet, Group Housing, Lucknow

- Parsvnath Paliwal City, Panipat

- Parsvnath City, Jodhpur (Part possession)

- Parsvnath Ashiana Mall, Moradabad

- Parsvnath City, Ujjain (Part possession)

- Parsvnath City, Indore (Part possession)

- Parsvnath Royale Floors, Jodhpur (Part possession)

- Parsvnath City, Dharuhera (Part possession)

- Parsvnath Royale Villa, Sonepat

f) Foreign Direct Investment

Your Directors inform that during the year under review, the Company has:

1) Inked an agreement with Anuradha SA Investments LLC and Anuradha Ventures Ltd., funds managed by SUN-Apollo, an international real estate private equity fund, for an investment in its premium residential project at Ghaziabad, Uttar Pradesh ("Project") spread over an area of approx. 31 acres known as "Parsvnath Exotica - Ghaziabad". SUN- Apollo will invest upto Rs.1,000 million for a 49% stake in the project SPV, Parsvnath Buildwell Private Limited, which will develop the Project, pursuant to assignment of development rights by the Company. The construction of the Project has already commenced and all requisite approvals including sanction of building plans, besides various other approvals such as environmental clearance etc. have already been obtained.

2) Red Fort Capital, a leading international Private Equity Real Estate firm joined hands with the Company to develop "Red Fort Parsvnath Towers", the landmark A-Grade modern state-of-the-art office- cum-commercial Complex of International Standards, located in the heart of New Delhi i.e. Connaught Place on Bhai Veer Singh Marg. The Company has executed a Concession Agreement with Delhi Metro Rail Corporation (DMRC) for this Project.

The entities controlled by Red Fort have since invested Rs.138 Crores in Parsvnath Estate Developers Pvt. Ltd. (Formerly Farhat Developers Pvt. Ltd.), project SPV/ subsidiary company as foreign direct investment. "Red Fort Parsvnath Towers" shall offer end- users world class design, modern floor plates and compelling value. Located on a 5-acre parcel adjacent to the five-star Metropolitan Hotel, the project has a leasable area of approx. 300,000 sq. ft., with approx. 800 basement parking spaces and a wide array of mixed-use facilities and amenities. The Company has assigned its rights in the Concession Agreement to the abovesaid SPV, which shall develop the project. All the necessary approvals for construction and development of the project have already been received and the development has already commenced. The Company has already awarded the contract to Larsen & Toubro (L&T), India's leading construction and engineering firm, for construction of the project on a turnkey basis.

3) Red Fort Capital has again joined hands with the Group to develop a prime land parcel of 38.3 acres in Sarai Rohilla, New Delhi, auctioned by Rail Land Development Authority (RLDA) for Rs.1,651.51 Crores, which was awarded to the Company, being the highest bidder. Letter of Acceptance (LOA) has been received and the Company has paid Rs.330.30 Crores towards the first tranche of lease premium through its subsidiary company. The Company sold 49% stake of its SPV/ subsidiary company viz. Parsvnath Promoters And Developers Pvt. Ltd. to Red Fort Capital for Rs.110 Crores. In addition to this, Red Fort Capital will invest another Rs.160 Crores. The development would consist of luxury Residential Apartments alongwith required infrastructure and the total developable area would be over four million sq. ft.

g) Status of Dormant Projects:

- Prideasia Project at Chandigarh

The arbitration proceedings commenced between the Company and Chandigarh Housing Board (CHB) with respect to Company's integrated Project on land admeasuring 123.79 acres situated at Rajiv Gandhi Technology Park, Chandigarh, are progressing as on date.

- Film City Project at Chandigarh

The arbitration proceedings commenced between Parsvnath Film City Ltd. (PFCL), one of the subsidiary Companies and Chandigarh Administration (CA) for seeking refund of allotment money amounting to Rs.4,775 lacs paid to CA, are progressing as on date. Considering the facts and the discussions with Legal Counsel, the Management considers the above advance as good and fully recoverable, disclosure of which has been made in the 'Notes to Accounts' section of this Annual Report.

In line with Company's strategy to reduce debt, the Company has continued a strategic and comprehensive portfolio review of its real estate assets, with a view to exit the non-strategic assets & monetized few of its non-core assets. Accordingly, during the period under review, the Company has exited from the Jamnagar Housing Project and Vastrapur (Ahmedabad) Commercial Project.

The construction and development of projects at various other locations is currently in progress. Your Company has identified three key priority areas as under:

- Continued focus on Execution of Existing Projects

- Continued focus on Affordable Housing

- Strengthening Balance Sheet & Deleveraging

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

Management Discussion and Analysis

The Management Discussion and Analysis Report, forming part of Directors' Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is discussed in a separate section of this Annual Report.

Subsidiaries, Joint Venture Entities and Associate Companies

At the beginning of the year, your Company had fourteen subsidiary companies. The project-specific or sector-specific subsidiary companies ensure maximum utilization of available resources through focused attention on specific activities.

During the year under review, four companies became subsidiary companies, as under:

Parsvnath Estate Developers Private Limited; Parsvnath Promoters And Developers Private Limited; Parsvnath Hospitality Holdings Limited, Singapore (Chain subsidiary being subsidiary company of Parsvnath Developers Pte. Ltd., Singapore based subsidiary) and Parsvnath MIDC Pharma SEZ Private Limited (Chain subsidiary being subsidiary Company of Parsvnath Infra Limited).

During the year under review, the Company has disinvested in four subsidiary companies viz. M/s Baasima Buildcon Private Limited, Jarul Promoters & Developers Private Limited, Parsvnath Developers (GMBT) Private Limited and Parsvnath Developers (SBBT) Private Limited and hence the said Companies ceased to be subsidiaries as at March 31, 2011.

As required under the Listing Agreements with the Stock Exchanges, the Consolidated Financial Statements of the Company and all its subsidiaries are attached. The Consolidated Financial Statements have been prepared in accordance with the relevant Accounting Standards as prescribed under Section 211(3C) of the Companies Act, 1956 ("Act"). These financial statements disclose the assets, liabilities, income, expenses and other details of the Company, its subsidiaries and associate companies.

Pursuant to the provisions of Section 212(8) of the Act, the Ministry of Corporate Affairs has, vide General Circular No. 2/2011 dated February 08, 2011, granted general exemption for not attaching the annual accounts of the subsidiary companies with the annual accounts of holding company.

Accordingly, the Board of Directors of your Company at its meeting held on May 30, 2011 has given its consent, for not attaching the Annual Accounts of the Subsidiary Companies with that of the Holding Company and therefore, Balance Sheet, Profit & Loss Account and other documents of the subsidiary companies required to be attached under Section 212(1) of the Act to the Balance Sheet of the Company, shall not be attached. However, a statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any Shareholder of the Company/its subsidiaries seeking such information at any point of time and will also be kept open for inspection by any Shareholder of the Company/ its subsidiaries at the registered office of the Company and that of the respective subsidiary 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 subsidiaries to any Shareholder on demand.

Finance

During the year under review, the Secured Redeemable Non- Convertible Debentures (Series-VI) issued by the Company on private placement basis, aggregating to Rs.47.50 Crores outstanding at the beginning of the year were redeemed and an equivalent amount was transferred from Debenture Redemption Reserve to Profit and Loss Account.

As on date, the Company has raised funds to the tune of Rs.410 Crores, through issue of following series of Non-Convertible Debentures (NCDs) on private placement basis, as detailed below, for meeting ongoing working capital and / or any capital expenditure and an amount of Rs.147.50 Crores was transferred from Profit and Loss Account to Debenture Redemption Reserve.

S. Particulars of the NCDs ISIN Total No. Amount

1. Secured Redeemable INE561H07098 Rs.100 Crores Non-Convertible Debentures (Series-VII)

2. Secured Redeemable INE561H07106 Rs.60 Crores Non -Convertible Debentures (Series-VIII)

3. Secured Redeemable INE561H07114 Rs.100 Crores Non-Convertible Debentures (Series-IX)

4. Secured Redeemable INE561H07122 Rs.25 Crores Non-Convertible Debentures (Series X)

5. Secured Redeemable INE561H07130 Rs.125 Crores Non-Convertible Debentures (Series-XI)

Out of above, Series VII & Series IX NCDs aggregating to Rs. 200 Crores are listed on National Stock Exchange of India Limited and BSE Limited and the Company has complied/ is complying with all the listing requirements.

Fixed Deposits

During the year under review, the Company has started accepting Fixed Deposits from the public pursuant to the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975 made thereunder. Fixed deposits received from the shareholders and the public as on March 31, 2011 stood at Rs.3.02 Crores.

Raising of additional long- term funds by further issuance of Securities including through Qualified Institutions Placement (QIP)

During the year under review, your Company has successfully completed issue of equity shares on Qualified Institutions Placement (QIP) basis as prescribed under Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 on October 12, 2010 and raised Rs.269.52 Crores by way of fresh issue of 1,90,38,113 equity shares of Rs.10/- each at a premium of Rs.131.57/- per share, which sum had fully been utilised for repayment of loans, development of ongoing projects and general corporate purposes, as envisaged in the QIP placement document. Consequently, the Paid-up Share Capital has increased from Rs.19,855.25 lacs comprising 19,85,52,472 (Nineteen Crores Eighty Five Lacs Fifty Two Thousand Four Hundred Seventy Two) Equity Shares of Rs.10/- (Rupees Ten) each to Rs.21,759.06 lacs comprising Rs.21,75,90,585 (Twenty One Crores Seventy Five Lacs Ninety Thousand Five Hundred Eighty Five) Equity Shares of Rs.10/-(Rupees Ten) each.

The Company further proposes to raise funds by issuance of Securities such as Equity Shares, Preference Shares, Convertible Debentures, Non-Convertible Debentures etc., in one or more tranches, in such form (including through QIP as prescribed under Chapter VIII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009), on such terms, in such manner, at such price or prices and at such time as may be considered appropriate by the Board, to the various categories of domestic and/or international investors, for the purpose of meeting its funding requirement for execution of projects, repayment of high cost loans, general corporate purposes and to augment its financial position and approval of Members is being sought for this purpose in the forthcoming Annual General Meeting.

Change in Share Capital pursuant to Sub- division / Split of Equity Shares

During the year under review, your Company has, pursuant to the resolution passed by the Shareholders of the Company in the Annual General Meeting held on September 24, 2010 and the resolution passed by the Board of Directors of the Company in its Meeting held thereafter, sub-divided its each existing Equity Share having face value of Rs.10/- (Rupees Ten) each into 2 (Two) Equity Shares having face value of Rs.5/- (Rupees Five) each fully paid up, in order to enhance the liquidity of the stock and broad base our investor community, w.e.f. October 19, 2010 being the record date. Accordingly, new ISIN INE561H01026 has been activated in place of the then existing ISIN INE561H01018.

Consequent to allotment of shares under QIP basis and Sub- division / split of shares as mentioned above, the Capital structure of the Company stands changed as follows:

Authorised Share Capital : Rs.350,00,00,000/- (Rupees Three Hundred Fifty Crores) consisting of 60,00,00,000 (Sixty Crores) Equity Shares of Rs.5/- (Rupees Five) each and 5,00,00,000 (Five Crores) Preference Shares of Rs.10/- (Rupees Ten) each.

Issued, Subscribed and Paid-up Capital: Rs.217,59,05,850/- (Rupees Two Hundred Seventeen Crores Fifty Nine Lacs Five Thousand Eight Hundred Fifty) consisting of 43,51,81,170 (Forty Three Crores Fifty One Lacs Eighty One Thousand One Hundred Seventy) Equity Shares of Rs.5/- (Rupees Five) each.

Directors

During the year under review:

- Shri Gobind Ram Gogia, Whole-time Director designated as 'Director (Business Development)' was re-appointed for a further period of five years w.e.f. May 19, 2010.

- Dr. Vinod Juneja was appointed as an Additional Director of the Company by the Board of Directors at its meeting held on November 12, 2010, who holds office upto the ensuing Annual General Meeting of the Company, pursuant to Section 260 of the Companies Act, 1956 read with Article 98 of the Articles of Association of the Company. The Company has received notice in writing under Section 257 of the Companies Act, 1956 alongwith requisite deposit from a Member of the Company, proposing the candidature of Dr. Vinod Juneja for the office of Director of the Company. Necessary resolution for his appointment as Director liable to retirement by rotation is being included in the Notice convening the Annual General Meeting.

- In accordance with the applicable provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Shri Gobind Ram Gogia, Shri Ashok Kumar and Shri Ramdas Janardhana Kamath, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Necessary resolutions for their re- appointment are being included in the Notice convening the Annual General Meeting.

- The Shareholders of the Company vide their resolutions passed by way of postal ballot, result of which was announced on April 08, 2011, have approved re-appointment and remuneration of Whole-time Directors viz. Shri Pradeep Kumar Jain as Whole-time Director designated as 'Chairman', Shri Sanjeev Kumar Jain as Managing Director & Chief Executive Officer and Dr. Rajeev Jain as Whole-time Director designated as 'Director (Marketing)', of the Company, for a period of five years with effect from March 01, 2011.

Brief Resume of the Directors being appointed / re-appointed, as required under Clause 49 of the Listing Agreement, are furnished in the explanatory statement to the Notice convening the ensuing Annual General Meeting.

Directors' Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors, based on the representation received from the Operating Management, confirm that:

(a) in preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed and that there are no material departures;

(b) the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(d) the annual accounts have been prepared on a going concern basis.

Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 015125N), Statutory Auditors of the Company, shall retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint them as Statutory Auditors of the Company to hold office until conclusion of the next Annual General Meeting. The Auditors have confirmed that the re-appointment, if made, will be within the limits as prescribed under Section 224(1B) of the Companies Act, 1956.

The operations of the Company do not require audit of cost accounts, in terms of the provisions of the Companies Act, 1956 read with the Rules made thereunder.

Auditors' Report

There is no qualification in the Auditors' Report on the Annual Accounts of the Company for the financial year ended March 31, 2011. They have, however, made certain observations in their Report and the Board would like to draw your attention to the following:

1. Clause (x) a of the Annexure referred to in Paragraph 3 of the Auditors' Report:

The Company continued to face liquidity crunch situation as a result of inadequate cash inflows and had to appropriate the available cash flows for the various immediate needs of the Company resulting in delays in the payment of certain statutory dues during the financial year. However, there were no undisputed statutory dues which were outstanding for more than six months since they became due except the instalments of advance Income Tax.

2. Clause (xi) of the Annexure referred to in Paragraph 3 of the Auditors' Report:

Due to inadequate cash inflows, your Company had faced difficulties in making timely payments of its dues to Banks/ Financial Institutions. However, the Company is hopeful of generating adequate cash flows to meet its obligations for timely payments to Banks/Financial Institutions.

Corporate Governance

A separate section on Corporate Governance, forming part of the Directors' Report and the Certificate from the Company's Auditors confirming compliance of Corporate Governance norms, as prescribed under Clause 49 of the Listing Agreement, are included in the Annual Report.

Listing with Stock Exchanges

During the year under review, the equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and Delhi Stock Exchange Limited (DSE). Further, during the year, Series VII & IX NCDs got listed on NSE and BSE. The listing fee for the financial year 2011-12 to all these stock exchanges has been paid by the Company. The Equity Shares of the Company continue to be included in the list of S&P CNX 500 index of NSE.

Disclosures

1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The nature of operations of the Company does not require disclosure of particulars relating to conservation of energy and technology absorption, as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. The foreign exchange earnings and expenditure of the Company during the year under review were Rs.38.66 lacs and Rs.89.68 lacs respectively as compared to Rs.133.25 lacs and Rs.107.13 lacs in the previous year respectively.

2. PARTICULARS OF EMPLOYEES

The statement showing particulars of the employees of the Company, to be furnished under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is annexed hereto and forms part of this report.

Corporate Social Responsibility (CSR)

The Company firmly believes that Corporate Social Responsibility adds corporate value to organizations. This belief gave birth to Parsvnath Foundations, a CSR arm of the Company. It is a Society formed as NGO, established mainly to attain social responsibility, related to education and health care. Parsvnath Foundations is dedicated to promote, operate, improve and develop scientific institutions, libraries, clinics, hospitals, dispensaries, crèches for poor & needy. It will also assist in constructing, running and developing schools. It also undertakes initiative in providing assistance in printing, publishing books, magazines, newspapers, pamphlets. The foundation is also providing educational assistance to the needy students, by payment of fees, donation for building/development of school in tribal areas of the State of Madhya Pradesh, thereby leading to eradication of illiteracy for the poor & needy.

Acknowledgement

Your Directors wish to place on record their sincere gratitude to the shareholders, customers, bankers, financial institutions, investors, vendors and all the other business associates for the continuous support provided by them to the Company and for their confidence in the management of the Company. Your Directors wish to appreciate the confidence reposed by the foreign investors in the Company, by inducting funds for implementation of various ongoing projects of the Company through investment in our SPV Companies. Your Directors also place on record their deep appreciation of the contribution made by the employees at all levels.

On behalf of the Board of Directors

Sd/-

Place: New Delhi PRADEEP KUMAR JAIN

Date: August 11, 2011 Chairman









 
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